Public Offer Agreement


The information below is a public offer of the Website, the rights to which belong to SMEDIA GROUP LLC (hereinafter referred to as the Contractor), to any legal entity or individual (hereinafter referred to as the Customer, and together the Parties) to sign a Contract for the provision of Services (hereinafter referred to as the Contract) on the basis of Article 633 of the Civil Code of Ukraine.
By submitting an Application for the provision of Services, the Customer agrees that:
• He has read the terms of this Offer in full;
• Payment for Services means that he accepts all the terms of this Offer in full without any exceptions and restrictions on his part (acceptance). The contract concluded by accepting this Offer does not require a bilateral signature.
• If the Customer does not agree with the terms of this Offer, he should refuse to submit an Application and contact the Contractor to discuss the possibility of concluding a contract on individual terms.
• The Offer (including any of its parts) may be changed by the Contractor without any special notice. The new version of the Offer comes into force from the moment it is posted on the Website, unless otherwise provided by the new version of the Offer.

The relations of the Parties may be further regulated by separate documents and agreements regulating the use of the relevant services. The application of such additional documents and agreements does not cancel the validity of this Offer.


The Customer instructs, and the Contractor undertakes to provide Services in accordance with the Customer's assignment, and the Customer undertakes to accept and pay for the Services rendered.

Services may include:
• Report on false information on the Internet about the Customer's property. The report contains a list of sites where such information is posted.
• Online Reputation Management (SERM). Removal of false information that is posted on unscrupulous resources on the Internet.

The specific list of Services specified in clause 2.2. of the Contract, their price, the period of provision, as well as other necessary terms of the Contract are determined by the Parties during negotiations after the Contractor submits an Application for Services, are reflected in the task for the provision of Services (hereinafter referred to as the Task), which is an integral part of the Contract.

A prerequisite for the conclusion of the Contract is the unconditional acceptance by the Customer of the terms of the privacy policy posted on the Website and containing the rules for the use of the Customer's personal information.


The customer has the right to:
• Check the progress and quality of the work performed by the Contractor at any time, without interfering with his activities and without creating additional obligations for him that are not provided for in the Contract;
• Perform other actions not prohibited by the legislation of Ukraine related to the execution of the Contract.

The Customer undertakes to:
• Before the conclusion of the Contract, familiarize yourself with the content of this Offer, the procedure and conditions for the provision of Services (Task);
• Allocate a responsible employee for operational interaction with the Contractor. Provide for business correspondence, within the framework of this Agreement, an email address that reliably belongs to the Customer.
• Provide the Contractor, upon his request, with all the information necessary for the provision of Services, reliable information about himself;
• Pay the cost of Services and fulfill their obligations in full, including accepting the results of Services rendered.


The contractor is obliged to:
• Provide Services qualitatively and in full, on time and at the price agreed by the Parties in the Assignment;
• To consult on issues arising from the Customer in connection with the provision of Services to him by telephone, correspondence by e-mail or in messengers;
• Start rendering Services within 3 working days from the date of receipt of payment from the Customer.
• Within 3 working days after the end of the provision of Services to provide the Customer with reports on the work performed;
• Immediately notify the Customer of all circumstances that may cause a delay in the provision of the Service;
• Maintain confidentiality of the terms of this Agreement, as well as information received from the Customer in connection with the execution of this Agreement;
• To ensure the confidentiality of personal data about the Customer in accordance with the legislation of Ukraine.

The contractor has the right to:
• Require the Customer to provide the necessary information for the proper provision of Services;
• In case of violation by the Customer of the deadline and/or the amount of payment for the cost of the Service specified in the Task, the Contractor has the right to demand compensation for losses incurred by him as a result of this violation;
• Independently determine the composition of the personnel ensuring the proper provision of the Service, if necessary, involve third parties.


The price for the Contractor's Services, as well as the payment procedure, are indicated in the commercial offer and in the Invoice issued by the Contractor to the Customer.

Payment for Services is made by the Customer in a non-cash form.

Payment is considered to be made by the Customer from the moment the entire amount of funds is credited to the Contractor`s account.


The Parties recognize any information concerning the conclusion and content of this Agreement, including any appendices and additions to it, as a trade secret and undertake to strictly maintain the confidential nature of such information, not disclosing it to third parties without the prior written consent of the other Party, except in cases where it is necessary for the purposes of the Agreement or disclosure to the relevant state authorities in the following cases, defined by law. This provision does not apply to publicly known or publicly available information.


For non-fulfillment or improper fulfillment of their obligations under this Agreement, the Parties are responsible in accordance with the current legislation of Ukraine and this Agreement.

All disputes are resolved through negotiations between the parties, and if the parties cannot agree, in the Economic Court in accordance with the current legislation of Ukraine.

The Contractor is not responsible for the quality of Services if the Customer has provided false information necessary for the provision of Services, or provided the Contractor with information that does not comply with the current legislation of Ukraine.

The Contractor is not responsible for the failure of the Customer to achieve the results that he expected to achieve using the Contractor's Services (for non-compliance of the results of the Services provided with the Customer's expectations).

In any case, the aggregate amount of the Contractor's liability under the Contract is limited to the amount received by the Contractor from the Customer under the Contract.
The Parties are released from liability for non-fulfillment or improper fulfillment of obligations under the Contract for the duration of force majeure. Force majeure means extraordinary and insurmountable circumstances under these conditions that prevent the Parties from fulfilling their obligations under this Agreement. These include natural phenomena (earthquakes, floods, etc.), circumstances of public life (military actions, states of emergency, strikes, epidemics, etc. During this time, the Parties have no mutual claims, and each of the Parties assumes its own risk of the consequences of force majeure.


This public offer comes into force from the moment payment is made for the services provided by this offer.

The Contractor has the right to change the terms of this offer unilaterally. The effective date of the amendments to this offer is the date of their publication on the Contractor's website.

The contract may be terminated prematurely by mutual agreement of the parties. In the event that the Contract is terminated before the completion of the work provided for by the Assignment, mutual settlements between the parties are determined by an additional agreement.

Unless otherwise provided by an additional Annex to the Contract, after the Customer has made the payment and the Contractor has started to execute the Contract, but by the time of delivery of the work, in the absence of any guilty actions of the Contractor, the Customer has the right to terminate the Contract, notifying the Contractor in writing 7 (seven) calendar days before the date termination of the Contract. The payment made in this case is not refundable.

Unless otherwise stipulated by an additional Appendix to the Contract, if the Contract is terminated at the initiative of the Customer, and the amount of work performed by the Contractor by this time exceeds the amount of payment made by the Customer, then based on the current prices of the Contractor and the Act of Work performed before the termination of the Contract, the Customer's debt to the Contractor is calculated, which is repaid in within 3 working days from the date of signing by the parties (acceptance) of this Act.


The Contract comes into force from the moment of full payment for Services by the Customer and ends with the full fulfillment of their obligations by the Parties.

After the conclusion of the Contract, the only documents defining the conditions for the provision of Services by the Contractor and regulating the relations of the Parties are this Contract and the Assignment paid in full by the Customer.

All disagreements arising between the Parties are subject to settlement through negotiations. The pre-trial procedure for resolving a dispute arising from the relations regulated by the Contract is considered mandatory. The period for pre-trial settlement of claims is 30 (thirty) days from the date of receipt of the relevant claim. If there is no agreement on the settlement of the dispute, such a dispute is subject to consideration and resolution in court at the location of the Contractor in accordance with the current legislation of Ukraine.

The law of Ukraine applies to the relationship between the Customer and the Contractor.

The recognition by the court of any provision of the Contract as invalid and not subject to application does not entail the invalidity of other provisions of the Contract.

The Contract concluded on the basis of the Offer, including all its integral parts, other documents drawn up in its execution, as well as information that became known to the other Party during the execution of the Contract, is confidential information. Such information may not be disclosed in any way without the written consent of the other Party, either during the validity of the Agreement or after its termination. Otherwise, the guilty Party is obliged to compensate the injured Party for all losses caused by this, including lost profits.

All notifications and messages sent in accordance with this Agreement or in connection with it must be made in writing and will be considered properly sent if they are delivered by courier against the receipt of the receiving Party or sent by registered mail with a delivery notification, sent by fax, e-mail and other means of communication that ensure confirmation of the fact and date of receipt of the messages by the other Party.

By entering into the Contract, both parties recognize the validity of all electronic correspondence, including forwarded attachments, between the Customer's electronic mailbox and the Contractor's electronic mailbox.

The parties are obliged to immediately inform about changes in their postal addresses, bank details, phone numbers, fax numbers.

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