Essential terms of a work contract within the framework of the Civil Code
Terms of the contract that cannot be regulated on the basis of law if they are not included in the text of the contract are considered essential. In the case of a contract, this is its subject and terms.
Subject of the contract
It should be clear from the text of the contract what exactly is the result of the work performed and how this result is achieved. That is, in the chapter “Subject of the agreement” the following points are reflected:
- type, volume and content of work performed;
- object of manufacture, processing or processing;
- the result of the work performed.
Terms of the contract
In accordance with Article 708 of the Civil Code of the Russian Federation, the contract must contain specific deadlines for the start of work and its completion. In addition, the parties can additionally set intermediate deadlines - that is, provide for the completion time of certain stages.
Important: the cost of work under the contract is not included in the list of essential conditions; in its absence in the text of the agreement, the provision of clause 3 of Art. 424 of the Civil Code of the Russian Federation - payment is made at the average prices established for performing similar work. However, it is better to provide for this point when concluding a work contract and stipulate either a fixed amount or the procedure for calculating it - otherwise both parties risk suffering losses.
Peculiarities of performing work under a contract between individuals under the Civil Code of the Russian Federation
Individuals can act as both customers and contractors in a contract agreement. At the same time, a citizen who is not registered as an individual entrepreneur can undertake paid work under a contract only if such activity is one-time. If contract work is carried out systematically by him, then he needs to obtain the status of an individual entrepreneur - otherwise he may be brought to administrative liability in the form of a fine of up to 2 thousand rubles. (Article 14.1 of the Code of Administrative Offenses of the Russian Federation).
A contract between individuals is governed by the same rules of law as an agreement involving organizations. In particular, the agreement between citizens must contain conditions on the essence of the contract work, the result to be achieved, and the timing of the work. Other conditions may be included in the text of the agreement at the discretion of the parties.
If the cost of the work does not exceed 10 thousand rubles, the contract for the performance of work between individuals may be concluded orally.
Part-time agreements
Typically, an employee has one main place of work, and according to Article 282 of the Labor Code, he can enter into a part-time contract with an unlimited number of employers. Part-time workers cannot work more than 4 hours a day and more than half of the monthly norm.
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It is worth remembering that a part-time contract is a full-fledged employment contract. It involves the provision of vacation, increased pay for conditions that deviate from the usual, compensation for unused vacation upon dismissal and other payments guaranteed by labor legislation.
Responsibility of the parties under the contract, sending a claim to the counterparty
When a clause on mandatory pre-trial settlement of disputes between the parties is included in the contract, in order to hold the counterparty liable, it is necessary to carry out claims work. This approach gives the parties time to resolve the conflict without judicial intervention.
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The parties have the right to independently, on the basis of the agreement reached, determine the conditions for the occurrence of liability under the contract, as well as the type and scope of sanctions for violation of the terms of the agreement. However, it is necessary to take into account the rules for applying each type of liability provided for by law.
Compensation for losses
The party that violated the contract is obliged to compensate the bona fide party for the actual losses and lost profits it has incurred. Contractors can set limits for damages at a fixed amount or a percentage of the total cost of work.
Payment of interest for the use of other people's funds
Interest, according to Article 395 of the Civil Code of the Russian Federation, is accrued for late fulfillment of monetary obligations. For example, the contractor has the right to demand payment of interest if the customer fails to make an advance payment on time. Customer - if the contractor did not account for the materials provided, did not return the surplus or did not reimburse their cost.
Important: interest for the use of other people's funds can be collected by the parties regardless of whether this is provided for in the contract or not.
Penalty (penalty, fine)
Collection of a penalty is possible only if such a condition is present in the contract. As a rule, it is established for early unilateral termination of the agreement.
The fine is paid in a lump sum in the amount stipulated by the contract - if one of the parties violates the contract. The penalty is set as a percentage of the total price of the contract and is accrued for a certain period (day, hour, etc.) of delay in fulfilling obligations.
Important: the parties can independently determine the amount of fines and penalties, but the court has the right to limit the amount of the penalty if it is determined that it does not correspond to the consequences of violation of the contract.
Unlimited service contract
Agreement No. ___ for paid provision of services (unlimited term) (general form)
_____________ ___»________ ____ g.
___________________________________, hereinafter referred to as "Customer", (name or full name) represented by _______________________________________________________, acting___ (position, full name of the authorized representative) on the basis of _____________________________________________________, on the one hand, (document confirming authority) and __________________________________, hereinafter referred to as the “Executor”, (name or full name) represented by _______________________________________________________, acting___ (position, full name of the authorized representative) on the basis of ___________________________________________, on the other hand, (document confirming the authority ) have entered into this Agreement as follows:
1. THE SUBJECT OF THE AGREEMENT
1.1. The Contractor undertakes to provide the Customer with the services listed in Appendix No. 1 to the Agreement “List of services provided” (hereinafter referred to as the Services), and the Customer undertakes to pay for these Services. 1.2. The Contractor undertakes to provide the Services personally (or: has the right to involve third parties in the provision of Services without first obtaining the Customer’s consent/the Contractor is obliged to obtain consent to involve third parties under this Agreement). 1.3. This agreement is of unlimited duration. 1.4. The Services are provided on ________________________ (the location of the Party or the facility in respect of which the Services are provided is different).
2. PROCEDURE FOR PROVIDING SERVICES
2.1. The quality of the Services and their results must meet the following mandatory requirements: _______________________________________. 2.2. Upon the Contractor’s request sent by e-mail to receive information, documents, additional materials and (or) equipment, the Customer, no later than ___ (_______) business days from the date of delivery of the message, provides the appropriate explanations, information, documents, materials and (or) equipment in the form specified by the Contractor in the request. 2.3. If the Customer provides documents, materials and (or) equipment, the Contractor is obliged to ensure their safety. The Contractor returns the remaining materials and (or) equipment to the Customer, taking into account normal wear and tear, with the Certificate of Provision of Services (Appendix No. 2) or with a unilateral Certificate of Provision of Services. 2.4. The Customer has the right to check the progress of the provision of Services under the Agreement. For these purposes, the Customer: - requests relevant information orally or in writing, including by sending a message to the Contractor by e-mail. The Contractor, no later than __ (__________) working days, provides the Customer with an oral or written report on the progress of the Services; — monitors the progress of the provision of Services. The Contractor is obliged to provide appropriate access to the Customer and not interfere with control.
3. PROCEDURE FOR DELIVERY AND ACCEPTANCE OF SERVICES
3.1. Upon provision of the Services, the Contractor submits to the Customer for signing the Certificate of Provision of Services in two copies in the form agreed upon in Appendix No. 2. 3.2. Services are considered provided from the moment the Parties sign the Certificate of Provision of Services. 3.3. The Act on the provision of Services is drawn up in accordance with the requirements of Art. 9 of the Federal Law of December 6, 2011 N 402-FZ “On Accounting” for the preparation of primary accounting documents. 3.4. The Contractor draws up and signs the Act on the provision of Services in two copies and sends it to the Customer for signing no later than ______ (______) business days from the end of the term for the provision of Services. 3.5. Within _____ (________) business days after receiving the Certificate of Services Rendering, the Customer is obliged to sign it and send one copy to the Contractor, or if there are deficiencies in the quality of the Services provided and (or) as a result, provide the Contractor with a reasoned refusal to sign it. 3.6. If there are deficiencies in the quality of the Services provided and (or) as a result of them, the Customer in accordance with Art. 723 of the Civil Code of the Russian Federation has the right to: - demand that the Contractor eliminate such deficiencies free of charge within _____ (______) business days from the date of receipt of the relevant request of the Customer; — demand a proportionate reduction in the cost of the Contractor’s Services; — eliminate the defects on our own or by third parties and demand reimbursement from the Contractor for the costs of elimination. 3.7. After correcting the deficiencies, the Contractor draws up a repeated Certificate of Provision of Services, which is subject to review, signing and sending by the Customer in the prescribed manner. 3.8. In case of evasion or unmotivated refusal of the Customer to sign the Certificate of provision of Services, the Contractor, after _______ (________) working days from the end of the last day of the period established for consideration, signing and sending of this document, has the right to draw up a unilateral Certificate of provision of Services. From the moment of execution of this Certificate, the Services are considered to be provided by the Contractor and accepted by the Customer without claims or comments and are subject to payment on the basis of such a document. The Contractor, no later than ____ (__________) working days from the date of drawing up the unilateral Certificate of Services, is obliged to send a copy of it to the Customer.
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4. PRICE AND PAYMENT PROCEDURE
4.1. The total cost of the Services is ________ (__________) rubles, including VAT ________ (__________) rubles. 4.2. The Customer pays for the Services before the Contractor begins to provide the Services (advance payment): (options: - within _____ (__________) business days after the Parties sign the Certificate on the provision of Services or from the moment of drawing up a unilateral Certificate on the provision of Services in cases provided for in the Agreement; - part of the cost Services in the amount of ________ (__________) rubles, including VAT ________ (__________) rubles, the Customer pays before the Contractor begins providing the Services (advance payment), the remaining cost of the Services in the amount of ________ (__________) rubles, including VAT ________ (__________ ) rubles, the Customer pays within _____ days after the Parties sign the Certificate on the provision of Services or from the moment of drawing up a unilateral Certificate on the provision of Services in cases provided for in the Agreement.)
4.3. Interest on the payment amount under the Agreement is not accrued or paid. 4.4. All payments under the Agreement are made by bank transfer by transferring funds to the settlement account of the Contractor specified in the Agreement. The Customer's payment obligations are considered fulfilled on the date of crediting funds to the correspondent account of the Contractor's bank.
5. RESPONSIBILITY OF THE PARTIES
5.1. For violation of payment terms (clause 4.2 of the Agreement), the Contractor has the right to demand from the Customer payment of a penalty (penalty) in the amount of _____ (__________) percent of the unpaid amount for each day of delay. 5.2. The Party that fails to fulfill or improperly fulfills its obligations under the Agreement is obliged to compensate the other Party for losses caused by such violations. 5.3. In all other cases of failure to fulfill obligations under the Agreement, the Parties are liable in accordance with the legislation of the Russian Federation.
6. CIRCUMSTANCES OF FORCE MAJEURE (FORCE MAJEURE)
6.1. The Parties are released from liability for non-fulfillment or improper fulfillment of obligations under the Agreement if proper fulfillment turned out to be impossible due to force majeure, that is, extraordinary and unpreventable circumstances under the given conditions, which mean: _________________________ (prohibited actions of the authorities, civil unrest, epidemics, blockade, embargo , earthquakes, floods, fires or other natural disasters). 6.2. If these circumstances occur, the Party is obliged to notify the other Party about this within _____ (__________) business days. 6.3. A document issued by _________________________ (authorized government agency, etc.) is sufficient confirmation of the presence and duration of force majeure. 6.4. If force majeure circumstances continue to apply for more than _____, then each Party has the right to unilaterally withdraw from the Agreement.
7. TERM, CHANGES AND EARLY TERMINATION OF THE AGREEMENT
7.1. The agreement is valid from the date of its conclusion. 7.2. All changes and additions to the Agreement are valid if made in writing and signed by both Parties. The corresponding additional agreements of the Parties are an integral part of the Agreement. 7.3. The Agreement may be terminated early by agreement of the Parties or at the request of one of the Parties in the manner and on the grounds provided for by the legislation of the Russian Federation.
8. DISPUTE RESOLUTION
8.1. All disputes related to the conclusion, interpretation, execution and termination of the Agreement will be resolved by the Parties through negotiations. 8.2. If an agreement is not reached during negotiations, the interested Party shall submit a claim in writing, signed by an authorized person. The claim is sent in any of the following ways: — by registered mail with acknowledgment of delivery; - courier delivery. In this case, the fact of receipt of the claim must be confirmed by a receipt, which must contain the name of the document and the date of its receipt, as well as the surname, initials, position and signature of the person who received this document. The claim entails civil consequences for the Party to which it is sent from the moment it is delivered to the specified Party or its representative. Such consequences also arise in cases where the claim was not served on the addressee due to circumstances beyond his control. A claim is considered delivered if it: - was received by the addressee, but due to circumstances depending on him, was not delivered or the addressee did not familiarize himself with it; - delivered to the address indicated in the Unified State Register of Legal Entities or named by the addressee himself, even if the latter is not located at such an address. 8.3. The claim must be accompanied by documents substantiating the demands made by the interested Party (if the other Party does not have them), and documents confirming the authority of the person who signed the claim. These documents are submitted in the form of duly certified copies. If a claim is sent without documents confirming the authority of the person who signed it, then it is considered unsubmitted and is not subject to consideration. 8.4. The Party to which the claim is sent is obliged to consider the received claim and notify the interested Party in writing about the results within ___ (_____) business days from the date of receipt of the claim. 8.5. In the event of failure to resolve disagreements through the claim procedure, as well as in the event of failure to receive a response to the claim within the period specified in clause 8.4 of the Agreement, the dispute is referred to the arbitration court at the location of the defendant in accordance with the legislation of the Russian Federation.
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9. FINAL PROVISIONS
9.1. The Agreement comes into force from the moment it is signed by the Parties. 9.2. Unless otherwise provided by the Agreement, notifications and other legally significant messages may be sent by the Parties by fax, e-mail or other method of communication, provided that it allows one to reliably determine who the message came from and to whom it was addressed. 9.3. The Agreement is drawn up in two copies, one for each of the Parties.
10.1. List of Services provided (Appendix No. 1). 10.2. Certificate of provision of Services (Appendix No. 2).
11. ADDRESSES AND PAYMENT DETAILS OF THE PARTIES
Customer: Contractor: _____________________________________ _____________________________________ (name of legal entity) (name of legal entity) Legal/postal address: ________ Legal/postal address: ________ _____________________________________ _____________________________________ INN/KPP ____________________________ INN/KPP ____________________________ OGRN _______________________________ OGRN _______________________________ Telephone: __________ Fax: __________ Telephone: ___________ Fax:__________ Email address: ___________ Email address: ___________ Bank details: ______________ Bank details: ______________ ____________________________________ ____________________________________ (option: (option: ____________________________________ ____________________________________ (Full Name) (Full Name) Address: _____________________________ Address: _____________________________ ___________________________________ __________________________________ Passport details: _________________ Passport details: _________________ ____________________________________ ____________________________________ Telephone: ___________________________ Telephone: ___________________________ Email address: ___________ Email address: ___________ Account ______________________________) Account ______________________________)
Customer: Contractor: _______________/______________ _______________/______________ (full name) (signature) (full name) (signature)
Framework agreement as a type of contract: sample, features
A framework agreement assumes a long-term effect, that is, it is concluded for a long time and provides for the contractor to perform several types of work or the possibility of changing their scope. Thus, a mandatory condition of the framework agreement is the presence of additional agreements, the number of which is not limited.
A classic example of a framework contract is a contract for electrical installation work based on requests received from the customer as needed.
There is no unified template for a framework contract, but the requirements for its content generally correspond to the requirements for traditional contracts. The exceptions are the chapters “Subject of the contract” and “Start and completion dates of work”. As a rule, they do not specify the specific scope of work and deadlines for completion. Instead, the wording is usually used: “The type, volume, timing and cost of work are determined by the parties on the basis of applications that are an Appendix to this agreement.”
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