PUBLIC OFFER AGREEMENT
Vyacheslav Alexandrovich Prokhorov, TIN 231 119 626 828, acting as a taxpayer under the self-employment tax regime (hereinafter referred to as the «Contractor»), pursuant to Article 437(2) of the Civil Code of the Russian Federation (the «Civil Code»), hereby offers to an unlimited number of persons to conclude a contract for the provision of paid services under the terms set forth below (hereinafter referred to as the «Offer»).
Acceptance of this Offer (performance of the actions specified in Clause 1.8 hereof) constitutes full and unconditional agreement of the person (hereinafter referred to as the «Customer») with its terms and results in the conclusion of a contract pursuant to Article 433 of the Civil Code.
1. DEFINITIONS USED IN THIS OFFER
1.1. Contractor — the individual providing photography, videography, video editing, color grading, and related services.
1.2. Customer — an individual or legal entity that has accepted this Offer.
1.3. Website — the Contractor’s online resource located at prokhorov-media.com, containing information about the services.
1.4. Order (Application) — a statement submitted by the Customer (including via messengers, e-mail, or other means of communication) expressing the intention to conclude a contract, containing details of the selected services, date and place of provision, and other essential terms.
1.5. Service Packages — pre-defined options for performing an order, established by the Contractor, with fixed scope and price.
1.6. Services — photography, videography, editing, and color grading, as well as other services as agreed by the Parties.
1.7. Service Result — materials (photographs, videos, and other works) created by the Contractor.
1.8. Acceptance of the Offer — full or partial payment for the Services, submission of an Order, or any other factual confirmation of the Customer’s agreement.
1.9. Force Majeure — circumstances beyond the reasonable control of the Parties (Article 401 of the Civil Code), including but not limited to: natural disasters, military actions, fires, power or communication outages, Internet provider failures, government actions.
2. SUBJECT OF THE AGREEMENT
2.1. The Contractor undertakes to provide the Customer with the Services in accordance with the Order, and the Customer undertakes to accept and pay for them.
2.2. The Contractor may involve third parties (assistants, lighting specialists, make-up artists, etc.) if necessary to provide the Services. Costs for such services may be charged to the Customer upon agreement.
2.3. The specific list of Services, their cost, deadlines, and other conditions shall be determined individually and fixed in the Order or correspondence between the Parties.
3. PROCEDURE FOR PROVIDING SERVICES
3.1. Photography:
3.1.1. The date, time, and place of the photo session shall be determined by mutual agreement of the Parties. The Contractor may propose locations based on artistic objectives and shooting conditions, but the final decision rests with the Customer.
3.1.2. The choice of equipment (cameras, lenses, lighting, reflectors, and other technical means), as well as methods and creative techniques of photography, shall be determined solely by the Contractor, based on professional experience and artistic style, which the Customer has reviewed in the portfolio.
3.1.3. The Contractor shall independently determine the number of shots taken and select photographs for further processing (color grading, retouching, etc.), guided by artistic and professional judgment. Rejected materials (including RAW files) shall not be provided to the Customer.
3.1.4. If the Customer is more than 30 minutes late, the Contractor may unilaterally refuse to conduct the photo session. In this case, the prepayment is non-refundable. If the delay is less than 30 minutes, the duration of the session is reduced proportionally to the delay, without a price adjustment.
3.2. Videography:
3.2.1. The preparatory stage includes agreeing on the script, storyboard, locations, participants, and shooting schedule. The Contractor may propose creative solutions and amendments to ensure artistic and technical integrity.
3.2.2. The Customer is responsible for securing access to selected locations (venues, studios, sites, etc.) and for timely obtaining all necessary permits (from property owners, site administrators, security, etc.). The Contractor shall not be liable for the impossibility of filming in the absence of such permits.
3.2.3. Costs for renting premises, studios, props, costumes, additional equipment (lighting, stabilizers, sound equipment, etc.) shall be borne by the Customer. The Contractor is not obliged to pay for rentals at personal expense unless otherwise agreed.
3.2.4. The Contractor retains full creative freedom in choosing methods of videography, framing, lighting and color solutions, and other artistic and technical techniques. The Customer may not interfere with the filming process as a director but may agree in advance on key script and style requirements.
3.3. Editing and Color Grading:
3.3.1. Editing and color grading of video material are performed by the Contractor in the Contractor’s signature style, which the Customer has reviewed in the portfolio. The Contractor may use own artistic techniques, music, and visual effects unless otherwise agreed.
3.3.2. The Customer must provide all necessary materials for editing within agreed deadlines and in a technically suitable format. The Contractor is not liable for delays caused by late submission or inadequate quality of source materials.
3.3.3. The Customer is entitled to two (2) free rounds of revisions, provided that the corrections are submitted in writing, with precise timecodes and details, within two (2) business days from delivery of the result.
3.3.4. Any additional revisions beyond this limit are subject to extra charges, at rates set by the Contractor. Payment and deadlines for such revisions are determined separately.
3.3.5. If the Customer fails to provide a list of corrections within two (2) business days of receiving the result, the work shall be deemed accepted, and further claims shall not be considered.
3.4. Deadlines:
3.4.1. Deadlines for the Services are determined individually depending on the scope and complexity of the order and are fixed in the Order or correspondence. As a rule, the Contractor shall deliver the final result within the period agreed by the Parties.
3.4.2. If the Customer fails to provide required materials or otherwise delays performance (e.g., late submission of corrections), the deadline for the Contractor’s performance shall be automatically extended by the period of delay.
3.4.3. The Contractor is not liable for delays caused by actions or omissions of the Customer or third parties engaged by the Customer.
3.4.4. In cases of Force Majeure, deadlines shall be extended for the duration of such circumstances, provided the Customer is notified.
4. DELIVERY OF RESULTS
4.1. Final materials shall be delivered to the Customer as follows:
- photographs — in JPEG format, at resolution and quantity specified in the Order or Service Package;
- videos — in MP4 format, at resolution no lower than agreed (e.g., Full HD or 4K).
4.2. RAW files of photographs and source video materials (raw footage, audio tracks, intermediate project files) are working materials of the Contractor and shall not be provided to the Customer, except under a separate written agreement for additional compensation.
4.3. The Contractor shall store source materials for 1 (one) calendar month after delivery of the final result. After this period, the Contractor may delete them without notice and bears no responsibility for their preservation or possible loss.
4.4. Delivery of final materials is carried out by sending a link to cloud storage (e.g., Google Drive, Yandex.Disk, Dropbox, etc.) or by another method agreed by the Parties.
4.5. The moment of delivery is deemed the date the Contractor sends the link or otherwise transfers the files. From this moment, the risk of accidental loss or damage to the files passes to the Customer.
4.6. The Customer must independently save the delivered materials to personal devices. The Contractor is not liable for loss of files by the Customer after delivery.
5. COPYRIGHT
5.1. Exclusive rights to all works (photographs, video materials, edited videos, color grading, and other creative results) created by the Contractor under this contract belong solely to the Contractor, pursuant to Articles 1229 and 1265–1266 of the Civil Code of the Russian Federation.
5.2. The Customer is granted a simple (non-exclusive) license to use the works solely for personal and non-commercial purposes, including storage, reproduction, and posting on personal social media accounts.
5.3. Any commercial use of the works (including in advertising, product or service promotion, publication in mass media, or public display at events for profit) is permitted only under a separate written agreement between the Parties.
5.4. The Contractor may use the works for portfolio purposes, to demonstrate professional skills, post on personal website, social networks, advertising materials, and for participation in contests and festivals.
5.5. Full transfer of exclusive rights is possible only under a separate written contract providing for the transfer of rights and additional compensation, the amount of which shall be agreed individually.
6. CONSENT TO USE OF IMAGE
6.1. The Customer confirms that all persons participating in the shoot (including invited models, actors, guests, and other third parties) are informed of the terms of this Offer and consent to the use of their images by the Contractor. The Customer is responsible for obtaining such consent.
6.2. The Customer grants the Contractor consent to use and publish the Customer’s image (and images of other participants) for advertising, presentation, and other purposes related to the Contractor’s professional activities.
6.3. This consent is granted without limitation of territory (worldwide) and term (for the full duration of copyright protection under Russian law).
6.4. Revocation of consent is possible only in writing and subject to reimbursement of all losses incurred by the Contractor as a result of such revocation.
7. REMUNERATION AND PAYMENT PROCEDURE
7.1. The cost of Services is determined by the Contractor and agreed with the Customer before acceptance of this Offer. By default, payment is made as follows:
- 50% (fifty percent) of the total cost as prepayment;
- 50% (fifty percent) upon completion of Services, before delivery of the final result.
7.2. If the Customer cancels a photo session at least 7 (seven) calendar days before the agreed date, the Contractor shall refund half of the prepayment, which equals 25% of the total order value.
7.3. If the Customer cancels less than 7 (seven) days before the photo session, the prepayment is non-refundable.
7.4. For videography (except reportage events without script development), the prepayment is non-refundable due to the need for preparatory work (script, storyboard, location scouting, etc.).
7.5. In case of late payment by the Customer, the Contractor may charge a penalty of 10% of the overdue amount for each day of delay, but not exceeding 80% of the total contract price.
7.6. All costs related to engaging additional specialists (assistants, make-up artists, stylists, lighting technicians, etc.), as well as renting premises and equipment, shall be borne by the Customer, subject to prior agreement with the Contractor.
8. LIABILITY OF THE PARTIES
8.1. The Customer is liable for the actions of invited persons (guests, actors, models) participating in the shoot. If they cause damage to the Contractor’s equipment or to third parties, the liability rests with the Customer.
8.2. The Contractor is not liable for the appearance, clothing, make-up, hairstyle, accessories, or emotional state of the Customer or other participants. The Contractor is also not liable for the result where the Customer independently chose an unsuitable location or time, failed to provide adequate lighting, or other necessary conditions.
8.3. The Contractor is not liable for failures of electronic communication services and cloud storage (e.g., Google Drive, Yandex.Disk, Dropbox, etc.) used for delivering results. Delivery is deemed complete once the Contractor has sent the link or files.
8.4. In the event of Force Majeure circumstances, which could not reasonably be foreseen or prevented, the Parties are released from liability for partial or complete non-performance of obligations under this Agreement.
8.5. Upon cessation of Force Majeure, the Parties shall resume performance within a reasonable time or agree on new deadlines.
9. PERSONAL DATA
9.1. By accepting this Offer, the Customer consents to the processing of personal data by the Contractor in accordance with Federal Law No. 152-FZ of July 27, 2006 «On Personal Data». Personal data include: surname, first name, patronymic, e-mail address, telephone number, and images of the Customer and other participants of the shoot.
9.2. The purpose of processing personal data is: conclusion and performance of this contract, provision of access to Services, informing the Customer about the progress of Services, feedback, and sending notifications related to the Services.
9.3. Personal data shall not be transferred to third parties without the Customer’s consent, except as required by law or necessary for fulfillment of this contract (e.g., to courier services or cloud storage providers).
9.4. The period of processing of personal data coincides with the term of the contract and storage of the results. After this period, personal data shall be deleted unless otherwise provided by law.
9.5. The Customer may withdraw consent at any time by sending written notice to the Contractor’s e-mail. The Contractor warns that such withdrawal may render fulfillment of the contract impossible.
10. TERM AND TERMINATION
10.1. This contract enters into force upon the Customer’s acceptance of this Offer and remains valid until full performance by both Parties.
10.2. The Customer may unilaterally terminate the contract by notifying the Contractor no later than 7 (seven) calendar days before the agreed date of Services. In this case, refund of prepayment shall be made in accordance with Section 7.
10.3. If the Customer violates the contract (including late payment, failure to provide materials, unauthorized interference in the creative process), the Contractor may terminate the contract unilaterally, retaining the prepayment as compensation for incurred costs and lost profit.
10.4. The contract may be terminated by mutual agreement at any time. Terms of refund and scope of completed obligations shall be determined in writing.
11. DISPUTE RESOLUTION
11.1. All disputes and disagreements arising in connection with this contract shall be settled through negotiations and exchange of written claims.
11.2. The period for responding to a written claim is 10 (ten) calendar days from receipt.
11.3. If a dispute cannot be resolved through the claims procedure, it shall be submitted to the court at the Contractor’s place of residence (location).
12. FINAL PROVISIONS
12.1. This Offer constitutes the Contractor’s official proposal and is valid until revoked or amended. The Contractor may unilaterally amend the Offer by posting the updated version on the Website. The new version takes effect upon posting unless otherwise specified therein.
12.2. All correspondence and exchange of documents between the Parties via e-mail, messengers, or other means of communication shall be legally valid and equivalent to documents on paper.
12.3. The relations of the Parties shall be governed by the substantive law of the Russian Federation.
12.4. If any provision of this Offer is held invalid by a court, this shall not affect the validity of the remaining provisions.
12.5. This Offer constitutes an adhesion contract (Article 428 of the Civil Code). Acceptance signifies full and unconditional agreement of the Customer with its terms.
Contractor:
Name: Vyacheslav Alexandrovich Prokhorov
TIN: 231 119 626 828
E-mail: prokhorov.contacts@gmail.com