Public Offer Contract

CONTRACT PUBLIC OFFER FOR COOPERATION IN THE PROMOTION OF CONTENT USING THE LICENSED AGENCY ADVERTISING CABINET No. 29072024 AS EDITED FROM 07/29/2024

The document, the provisions of which are set out below, is a public offer and a public contract. According to the provisions of the current UK legislation, the terms of the public offer and the public contract are the same for all Customers (Parties 2). In accordance with the terms of the offer, payment of the given invoice is acceptance of this offer, which is equivalent to the conclusion of the contract on the terms set out below in the text, as well as the provisions of the Privacy Policy. This public offer is addressed to all individuals and legal entities who wish to use the service and have the technical ability to receive the service.

 

TERMS AND DEFINITIONS:

– Public offer (agreement) – the offer of the Performer, addressed to any individual and/or legal entity, to enter into a public agreement with him in the promotion of content using a licensed agency advertising office.

– Acceptance – the full and unconditional consent of Party 2 to conclude this Agreement on the terms specified in this Agreement (determined by payment of the given invoice).

– Party 1 is a business entity that performs the above services.

– Party 2 – a natural and/or legal entity that has agreed to the Terms and Conditions of Party 1.

 

1. SUBJECT OF THE AGREEMENT

1.1. According to this Agreement, the Parties act jointly in the field of creation and maintenance of the functioning of the licensed agency advertising cabinet, as well as its use for the needs of Party 2.

1.2. Party 2 undertakes to pay the cost of the advertising company (advertising budget) in accordance with the terms of the concluded Agreement and to use only Party 1’s office for advertising events. The functioning of the licensed agency advertising office will be carried out in accordance with the terms of the concluded Agreement.

1.3. The creation and functioning of the licensed agency advertising office is carried out on the platform: _____________ (Meta: Facebook, Instagram, Telegram, Google Ads) based on the Order.

1.4. Party 2 is obliged to exclusively use the licensed agency advertising cabinet created by Party 1 for advertising events.

1.5. The parties undertake not to violate the rules of the following platforms:

– https://en-gb.facebook.com/business/help

By signing this Agreement, the parties confirm that they are familiar with the above rules.

 

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. Party 2 has the right to:

2.1.1. To control the process of execution of the contract by Party 1, without interfering in the activities of Party 1.

2.1.2. To carry out advertising activities using a licensed agency advertising cabinet in accordance with the terms of the concluded contract.

 

2.2. Party 2 undertakes:

2.2.1. Provide Party 1 with documents, information, and information necessary for the proper execution of this Agreement.

2.2.2. To pay the advertising budget in the amount, order and on the terms established by this Agreement.

2.2.3. To observe the terms of confidentiality regarding the terms of the Agreement, the mutual relations of the Parties, mutually received information.

2.2.4. Provide information and materials requested by Party 1 within 2 (two) working days from the moment of receiving the request;

2.2.5. If necessary, within 2 (two) working days from the moment of receipt of the request, approve graphic, text, sound, audiovisual materials (hereinafter referred to as “Content”) prepared by Party 1;

2.2.6. Not to interfere in the activities of Party 1, the filling of the agent’s advertising cabinet, including not to publish, not to change and not to delete the information and Content available in the cabinet independently.

2.2.7. Immediately provide access to personal accounts, logins, addresses at the request of Party 1, if such access is necessary for Party 1 to fulfill its obligations under the Agreement. To avoid disputes, such a request is sent via electronic communication channels to an email address and/or by other means.

2.2.8. Ensure the functionality of your e-mail addresses, “Telegram” / “Whatsap” / “Skype” and other means, regularly check the receipt of letters, documents and information from the other Party within the framework of the fulfillment of obligations under this Agreement.

2.2.9. To ensure a permanent physical possibility of receiving letters and correspondence from the other Party through its e-mail regularly, to check the receipt of letters, documents and information from the other Party within the framework of the fulfillment of obligations under this Agreement, there is no full risk of responsibility for not receiving such correspondence.

2.2.10. Carry out advertising activities exclusively on the territory specified in the Order to the contract.

2.2.11. Carry out advertising activities exclusively on the domain names specified in the Order to the contract.

2.2.12. Carry out advertising activities exclusively on the accounts specified in the Order to the contract.

2.2.13. Do not violate the rules of the platforms where the licensed agent’s advertising office is placed, as well as the rules of third-party services and platforms where advertising/marketing materials are placed (Google, Meta, Instagram, Facebook, Telegram, etc.). Party 2 confirms with his signature that he is familiar with the rules for placing content and advertising on the above services.

2.2.14. Not to mislead third-party users who have used advertising messages and purchased the services and/or product of Party 2.

2.2.15. Do not use third-party (other) agency advertising offices or services.

2.2.16. Do not use third-party (other) advertising offices or services without prior notification of Party 1 about such use 5 calendar days before the date of use.

 

2.3. Party 1 has the right to:

2.3.1. Suspend Party 2’s access to the licensed agency’s advertising office in case of delay in payment under the Agreement and/or violation of the terms of the concluded agreement, without bearing responsibility for the money paid by Party 2. In this case, the paid advertising budget is not returned to Party 2.

 

2.4. Party 1 undertakes:

2.4.1. To explain to Party 2 the order and significance of the actions performed by Party 1 under this Agreement.

2.4.2. When performing this Agreement, act in favor of Party 2.

2.4.3. To observe the terms of confidentiality regarding the terms of the Agreement, the mutual relations of the Parties, mutually received information.

2.4.4. Provide an answer to Party 2’s request about the progress of using the advertising cabinet no later than 2 (two) working days from the moment of its receipt;

2.4.5. Follow the rules of services. sites and mobile applications where content and/or advertising is posted.

2.4.6. To ensure the functionality of your e-mail, “Telegram” / “Whatsapp” / “Skype” addresses, to regularly check the receipt of letters, documents and information from the other Party within the framework of the fulfillment of obligations under this Agreement.

2.4.7. Ensure a permanent physical possibility of receiving letters and correspondence on paper from the other Party at its postal address, regularly check the receipt of letters, documents and information from the other Party within the framework of the fulfillment of obligations under this Agreement, not the full risk of liability for non-receipt of such correspondence.

 

3. COST OF THE ADVERTISING BUDGET

3.1. The parties agree on the cost of the advertising budget under this Agreement in separate Orders at the rate of UAH 1,000.00 per hour of work. Party 2 sends the Order in any convenient way: by phone, e-mail, “Telegram” / “Whatsapp” / “Skype” or other messenger.3.2. All payments under the Agreement are made in US dollars.

3.3. Party 2 pays the advertising budget in accordance with Section 1 of this appendix every month no later than the 3rd of the current month.

3.4 All payments under this Agreement are made by Party 2 in US dollars, in any way not prohibited by the current legislation of Great Britain. The monthly advertising budget must be paid by Party 2 exclusively using the details of the relevant payment account.

3.5. Party 1 has the right not to start fulfilling obligations under the contract until Party 2 pays the advertising budget.

 

4. ORDER.

4.1. The parties agree on the volume, terms, cost of the advertising budget, the procedure for its payment directly in the Order.

4.2. Party 2 sends the Order in any convenient way for him, including by sending via e-mail / Telegram / Whatsapp / Skype and/or other messenger or phone.

4.3. According to the result of cooperation, the Parties sign Acts of acceptance and transfer of completed works (provided services) on a monthly basis. Party 1 sends the given Act to Party 2 by any convenient means (e-mail, “Telegram” / “Whatsap” / “Skype” or any other messenger. In the event that the Lessee does not return the signed act within 5 days from the date specified in the Act, the Parties such an act is considered to be signed, and the services (cooperation) are considered to have been properly provided. For acts drawn up in electronic form, the date of execution of the document certifying the fact of the supply of services by the taxpayer is considered to be the date indicated in the act itself.

 

5. PROCEDURE FOR EXCHANGE OF INFORMATION AND DOCUMENTS

5.1. The parties agreed on the possibility of mutual electronic document circulation. At the same time, the parties have the right to use other documents by exchanging scanned copies by e-mail of the Customer or at his phone number specified in the Order. Such documents are considered duly signed and equated to documents on paper.

5.2. The originals of the documents must be sent by registered mail, by courier or delivered in person upon receipt of a corresponding request from the other Party.

5.3. The Parties consider it appropriate to coordinate all current work issues in connection with the implementation of the Agreement, including the sending of letters, requests, results, clarifications, reports and other important messages for the Parties, by means of e-mail / Telegram / Whatsapp / Skype.

5.4. To exchange documents and messages using e-mail / “Telegram” / “Whatsapp” / “Skype”, you must use the addresses / logins / phones / other details of the Parties specified in the Order.

5.5. Each of the Parties is obliged to take all necessary measures to ensure the functionality of the aforementioned services, save logins and passwords, as well as measures to protect the transmitted information, preventing unauthorized use of information by third parties.

 

6. PRIVACY TERMS

6.1. The information obtained during the execution of the Agreement by the Parties is considered confidential and is not subject to disclosure or transfer to third parties both during the period of validity of the Agreement and after its termination within 5 (five) years.

6.2. The parties are obliged to use confidential information exclusively for the purpose of fulfilling the Agreement and must take all necessary measures to protect it from unauthorized access, distribution and use.

6.3. The Party has the right to transfer the confidential information of the other Party only with its written consent.

 

7. RESPONSIBILITY OF THE PARTIES

7.1. The Parties are responsible for non-fulfillment or improper fulfillment of obligations under this Agreement in accordance with the current legislation of Great Britain.

7.2. In case of non-fulfillment of obligations under the Agreement by Party 1, the latter is obliged to return to Party 2 funds in the amount of the unused part of the advertising budget.

7.3. Each of the Parties is independently responsible for the reliability and legality of the information and materials used in fulfilling the obligations under the Agreement.

7.4. Party 1 is not responsible for the functionality of websites and mobile applications, provided that Party 1 is not at fault; impossibility of using the cabinet due to prohibitions and restrictions stipulated by the rules of sites and mobile applications.

7.5. Party 1 has the right to demand compensation for actual damages from Party 2, if Party 1, by its actions, violated legislation (including legislation on advertising, competition, protection and use of personal data, election campaigning) in accordance with the performance of Party 2’s tasks or the use of Content provided by Party 2 and in this connection was held responsible for such actions.

7.6. In the event of non-fulfillment of obligations under the Agreement by Party 2, Party 1 may block access to the licensed agency advertising cabinet.

 

8. LIMITATION OF LIABILITY OF THE PARTY 1

8.1. Party 1 is not responsible for the actions or inaction of third parties who do not directly participate in the execution of this Agreement as a Party, but negatively affect (or may negatively affect) the disposition of the results of Party 1’s activities. In particular, these may be the actions of employees of advertising departments, marketing, other services on the part of Party 2, or the actions of third parties who cooperate with Party 2 within the framework of other agreements, when as a result of such actions, the results achieved by Party 1 are reduced.

8.2. In connection with this, Party 1 is not liable under the Agreement to Party 2 under the following circumstances and conditions:

8.2.1. Party 1 is not responsible to Party 2 for the further sale of goods and services of Party 2 (hereinafter referred to as “sales”), failure to achieve any given level of sales to Party 2, since the effectiveness of further sales is related to many factors for which the Party 1 does not directly correspond to, is not related to the subject of this Agreement, and also cannot, should not, and is not obligated to influence their efficiency and quality due to the specifics of the modern digital economy, where a specific role is provided for each of the participants in the legal relationship , and their area of ​​responsibility, such as: “targeting” (targeting services during the promotion of goods and services), “marketing” (marketing services), “seo-optimization” (seo-optimization services), “sales service” ( direct sales).

8.2.2. Party 1 shall not be liable to Party 2 for further sales, failure to achieve any given level of sales, in the absence of Party 2’s necessary and mandatory further activity in social networks at the required level, including, for example, the number and quality of required publications, for preparation of which Party 1 is not responsible, support for feedback from subscribers in the group/community, quality of design of relevant accounts, etc.

8.2.3. Party 1 is not responsible to Party 2 for further sales, failure to reach a given level of sales, also in the event that, during the period of validity of the Agreement, Party 2 regularly ignored Party 1’s proposals aimed at improving the level of quality of use of the electronic cabinet.

8.2.4. In other similar cases, which, due to the above-mentioned circumstances and specifics, lie outside the area of ​​responsibility of Party 1.

 

9. RESOLUTION OF DISPUTES

9.1. All issues and disagreements that may arise between the Parties are resolved through negotiations.

9.2. The parties undertake to comply with the pre-trial (claim) dispute settlement procedure. The deadline for responding to a claim is 7 (seven) working days from the moment of its receipt by the Party.

9.3. In case of impossibility of resolving the dispute through negotiations and in a claim procedure, the dispute shall be referred to the court in accordance with the current legislation of Great Britain at the location of Party 1.

 

10. EFFECT OF THE AGREEMENT. TERMINATION OF THE AGREEMENT.

10.1. The offer is valid indefinitely. This Agreement comes into force from the moment of acceptance by Party 2 of this Offer, under the conditions stipulated in clause 2.3. of this Agreement and is valid until the Parties fully fulfill their obligations (including compensation for all damages and payment of fines) under this Agreement or until it is terminated.

10.3. The contract can be terminated early:

10.3.1. by agreement;

10.3.2. at the initiative of one of the Parties with mandatory written notification of the other Party at least 30 (thirty) calendar days before the termination date;

10.3.3. at the initiative of Party 1 without compensation for any losses at any time, in the event of unlawful interference by Party 2 in the process of functioning of the licensed agency advertising cabinet.

 

11. OTHER TERMS

11.1. In the event that Party 1 creates the results of intellectual activity in the process of executing this contract, Party 1 alienates Party 2 all exclusive rights to the results of such activity in full from the moment the Parties sign the Act, provided that Party 2 pays the advertising budget in full.

11.2. The term of creation and/or start of operation of the advertising cabinet is subject to increase without additional agreement of this fact by the Parties during the delay by Party 2 in fulfilling its obligations under the Agreement, including late payment, provision of information and materials to Party 1, approval of Content, answers to Party 1’s questions etc.

11.3. Party 1 has the right to engage third parties without the consent of Party 2. At the same time, Party 1 is responsible for the actions (or inaction) of the third parties engaged by it to Party 2 as its own.

11.4. The parties undertake to notify each other of any changes in their details, addresses, postal addresses within 2 (two) working days from the moment of such change. Otherwise, messages and documents sent to the address specified in the Agreement are considered to have been sent properly.

11.5. From the date of entry into force of the Agreement, any previous agreements, correspondence, negotiations between the Parties regarding the terms of the Agreement, if they contradict the Agreement, shall cease to be valid.