These Terms of Use regulate the access to and use of the Website, the procedure for submitting requests to the Company, communication with the Company, and the general conditions under which the Company may provide information technology services, including software development, application development, web development, technical support, integrations, maintenance, consulting, and related services.

These Terms of Use apply to Users who access the Website, submit inquiries, request information about the Services, negotiate cooperation with the Company, or receive the Services from the Company, unless a separate written agreement between the Company and the User provides otherwise.

The specific scope of the Services, deadlines, price, payment procedure, technical requirements, deliverables, acceptance procedure, intellectual property conditions, liability, and other essential commercial terms shall be determined in the relevant agreement, statement of work, invoice, order, proposal, or other document agreed between the Company and the User.

For the purposes of these Terms of Use, the terms “we”, “our”, “us” and other similar expressions shall mean the Company.

For the purposes of these Terms of Use, the terms “you”, “your”, “User” and other similar expressions shall mean any person who accesses the Website, submits a request, communicates with the Company, negotiates, orders, receives, or otherwise interacts with the Services.

References to any gender, as well as references in the singular or plural, shall be interpreted equally and interchangeably, depending on the context of these Terms of Use.

The words he/she and their derivatives in the text of the document can be applied to either a male person or a female person, depending on the context of the document.

1. DEFINITIONS 

1. Personal Data means any information relating to a natural person who is identified or can be identified, directly or indirectly, including by reference to an identifier or to one or more factors specific to that person. For example, first name, last name, phone number, and IP address.

2. Services means the services provided by the Company in the field of information technology, including, among other things, software development, mobile application development, web development, implementation of technical solutions, maintenance, support, integration, customization, testing, consulting, and other related services offered by the Company to the User.

3. Company's website (hereinafter referred to as the "Website") means a web page or a group of web pages on the Internet located at: https://smediaweb.com/en/ 

4. Company (hereinafter referred to as the "Company" or "SMEDIA" ) means, as applicable, Limited Liability Company “SMEDIA GROUP”, a legal entity incorporated and existing under the laws of Ukraine, EDRPOU Code: 42341212, registered address: 112D Naberezhna Peremohy Street, Building 3, Office 3, Dnipro, Dnipropetrovsk Region, Ukraine, 49100, and/or SMEDIAWEB LTD, a company incorporated and existing under the laws of England and Wales, company registration number: 15127386, registered address: 128 City Road, London, United Kingdom, EC1V 2NX, which may provide the Services to Users in accordance with the applicable agreements, terms, policies, and other contractual documents.

5. Contract means an agreement concluded between the Company and the User for the provision of the Services, including any written agreement, statement of work, order, invoice, proposal, specification, annex, addendum, or other document agreed by the Company and the User that defines the scope, price, terms, conditions, deliverables, and other requirements for the provision of the Services.

6. User means any natural person or legal entity that accesses the Website, requests, receives, uses, or otherwise interacts with the Services, as well as, where applicable, any representative acting on behalf of such natural person or legal entity.

7. Third Party means any natural person, legal entity, public authority, agency, institution, contractor, service provider, or other body other than the User, the Company.

8. User's Consent (hereinafter "Consent") - means a voluntary, specific, informed, and unequivocal expression of will, in which the User using a statement or explicit affirmative action to the terms of Services receiving.

2. PROVISION OF SERVICES 

1. The Company provides the Services in the field of information technology, including software development, application development, web development, technical support, integrations, maintenance, consulting, and other related services.

2. The Services are provided on the basis of the Contract concluded between the Company and the User. The specific scope of the Services, deadlines, price, payment procedure, technical requirements, deliverables, acceptance procedure, communication procedure, and other conditions of cooperation shall be determined in the relevant Contract.

3. The User shall provide the Company with the information, materials, accesses, technical requirements, instructions, approvals, and other assistance reasonably necessary for the proper provision of the Services. The Company shall not be responsible for delays, impossibility of performance, or improper performance of the Services caused by the User’s failure to provide such information, materials, accesses, technical requirements, instructions, approvals, or assistance.

4. The Company provides the Services in accordance with the Contract, the information and requirements provided by the User, and the applicable professional standards of information technology services. The Company does not guarantee any result, functionality, performance indicator, commercial effect, revenue, conversion, market response, or other business outcome unless such result is expressly agreed in the Contract.

5. The Company has the right to refuse to provide the Services, suspend the provision of the Services, or terminate cooperation with the User if the User violates these Terms of Use, fails to perform the Contract, does not provide necessary information or materials, acts without proper authority, provides inaccurate or misleading information, or uses the Website or the Services unlawfully.

6. These Terms of Use may be applied by either Limited Liability Company “SMEDIA GROUP” or SMEDIAWEB LTD, depending on which of them enters into relations with the User for the purpose of considering the User’s request, negotiating cooperation, concluding or performing an agreement, issuing payment documents, receiving payment, providing access to the Website, or providing the Services. In each case, the company that actually performs the relevant action, communicates with the User, provides the Services, or assumes obligations towards the User shall be deemed the Company for the purposes of these Terms of Use, and where both companies participate in the same cooperation, these Terms of Use shall apply to each of them within the scope of its respective participation.

7. The Services may be provided by Limited Liability Company “SMEDIA GROUP”, SMEDIAWEB LTD, or both of them, depending on the contractual structure agreed with the User for the relevant project. The company responsible for the provision of the Services, or the relevant part of the Services, shall be determined by the Contract, proposal, invoice, statement of work, correspondence, or other document agreed with the User. If the relevant Services involve both companies, each company may participate in the provision of the Services within the scope determined by the relevant agreed documents, including development, technical implementation, support, maintenance, consulting, project administration, or other actions necessary for the proper provision of the Services.

3. PAYMENT PROCEDURE

1. The price of the Services, payment procedure, payment terms, currency, invoicing procedure, advance payment, milestone payments, final payment, and any other payment conditions shall be determined in the relevant Contract concluded between the Company and the User.

2. The User shall make payments for the Services in the amount, within the terms, and in the manner agreed in the Contract. Unless otherwise expressly provided in the Contract, the Company is not obliged to commence, continue, deliver, transfer, or complete the Services or any part thereof until the relevant payment due under the Contract has been received by the Company.

3. Any bank fees, payment system fees, currency conversion costs, taxes, duties, charges, or other expenses related to the payment for the Services shall be borne by the User, unless otherwise expressly agreed in the Contract.

4. Payment for the Services shall be made to the company indicated in the relevant Contract, invoice, proposal, statement of work, or other payment document issued or agreed with the User. The company specified in such a document as the payment recipient shall be entitled to receive payment for the Services or the relevant part of the Services. The amount of payment, currency, payment terms, payment details, deadlines, advance payments, milestone payments, final payments, and other payment conditions shall be determined by the relevant Contract, invoice, proposal, statement of work, or other document agreed with the User.

4. REFUNDS

1. The conditions, grounds, procedure, amount, and time limits for any refund of payments made by the User for the Services shall be determined in the relevant Contract concluded between the Company and the User.

2. Unless otherwise expressly provided in the Contract, payments made for the Services are non-refundable to the extent that the Services have already been performed, work has already been commenced, resources have been allocated, or the relevant deliverables have been prepared, developed, provided, or made available to the User.

3. Any refund, if applicable, shall be processed only in accordance with the terms of the Contract and after the Company has reviewed the relevant circumstances, the scope of the Services actually performed, the payments received, and any costs or obligations already incurred by the Company in connection with the provision of the Services.

5. INTELLECTUAL RIGHTS

1. The ownership, transfer, scope, conditions, limitations, and moment of transfer of intellectual property rights to the results of the Services shall be determined by the relevant Contract concluded between the Company and the User. Unless otherwise expressly provided in the Contract, any transfer or granting of rights to the results of the Services applies only to the results specifically created and delivered by the Company under such Contract.

2. All rights, title, and interest in and to the Website, including its design, structure, text, graphics, visual elements, software elements, interface, content, trademarks, trade names, domain name, and other materials placed on or used in connection with the Website, belong to the Company or are lawfully used by the Company. The User shall not copy, reproduce, modify, distribute, publish, use, or otherwise exploit any part of the Website without the prior written consent of the Company.

6. RESPONSIBILITY

1. The User shall not use the Website or communicate with the Company in an unlawful, misleading, abusive, or unauthorized manner. The User shall not provide information, materials, documents, Personal Data, access credentials, technical requirements, or other data on behalf of another person or entity unless the User has the proper authority to do so.

2. The User shall not copy, modify, adapt, reproduce, distribute, publish, decompile, disassemble, reverse engineer, interfere with, damage, overload, or otherwise misuse the Website, its software elements, technical components, content, interface, structure, or any other materials made available by the Company through the Website.

3. The Company does not guarantee uninterrupted, error-free, or permanent access to the Website. The Company may suspend, restrict, modify, update, or discontinue access to the Website or any part of it where this is necessary for maintenance, security, technical, operational, legal, or business reasons.

4. The provision of the Services, the Company’s responsibility for the results of the Services, deadlines, acceptance, defects, corrections, warranties, limitations of liability, and other service-related matters shall be determined by the relevant Contract concluded between the Company and the User.

5. To the extent permitted by applicable law, the Website, its content, materials, and general information are provided on an “as is” and “as available” basis. The Company does not provide any warranty that the Website will meet the User’s expectations, achieve any business result, be continuously available, or be free from errors, interruptions, viruses, or other harmful components.

6. The Company shall not be liable for any consequences caused by unauthorized access, hacking, malicious software, cyberattacks, unlawful actions of third parties, failures of communication networks, hosting providers, third-party services, or other circumstances beyond the Company’s reasonable control, unless such liability cannot be excluded under applicable law.

7. GOVERNING LAW AND DISPUTE RESOLUTION

1. All relationships between the Company and the User arising in connection with the fulfillment of the terms of these Services, about the use and use of the Services, shall be governed by the laws of Ukraine.

2. To expedite resolution and control the costs of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively “Disputes”) brought by you or us (individually a “Party” and collectively the “Parties »), the Parties agree to first attempt to arbitrate any Dispute (besides Disputes expressly set forth below) informally at least 10 (ten) business days before the commencement of the arbitration. Such informal negotiations begin after written notice from one Party to the other Party.

3. Any dispute arising out of or in connection with this agreement, including any question as to its existence, validity, or termination, shall be referred to and finally decided by the law of Ukraine. 

8. USER CONSENT

1. The User provides voluntary, informed, specific, and unambiguous consent to these Terms of Use by performing any of the following actions:

1. accessing or using the Website;

2. submitting a request, inquiry, contact form, message, or other information to the Company;

3. communicating with the Company regarding the Services;

4. negotiating, accepting, signing, or performing a Contract with the Company;

5. paying for the Services or otherwise confirming the intention to receive the Services.

2. By accepting these Terms of Use, the User confirms that the User has read, understood, and agrees to the conditions of these Terms of Use, including the general procedure for requesting the Services, communication with the Company, use of the Website, responsibility of the User, intellectual property provisions, and other conditions set out in these Terms of Use.

3. The User understands and agrees that the specific scope of the Services, price, payment procedure, deadlines, deliverables, acceptance procedure, refund conditions, intellectual property transfer, liability, and other essential conditions of cooperation are determined by the relevant Contract concluded between the Company and the User.

4. The User confirms that all information, documents, materials, technical requirements, access details, and other data provided to the Company are accurate, lawful, and provided by the User with the necessary legal capacity and authority.

5. The User agrees that the Company may send notices, requests, confirmations, documents, invoices, and other communications related to the Website, the Services, these Terms of Use, or the Contract to the email address or other contact details provided by the User.

9. IMPLEMENTATION OF CHANGES

1. The Company has the right to make changes to these Terms of Use in the event of a change in the terms of providing Services or a change in the amount of the сommission.

2. The User is obliged to familiarize himself with the new terms of the Terms of Use, and the Company is not responsible if the User has not familiarized himself with the new terms of the Terms of Use.

3. Our electronic or otherwise stored copies of the Terms of Use are deemed to be the true, complete, valid, and enforceable versions of these Terms of Use that are in effect at the time you visit the Site. If the User uses the Services after the date of update of the Terms of Use, we have the right to assume that the User has read the new version of the Terms of Use and agrees to the terms of the Services.

10. COMPANY DETAILS

Limited Liability Company "SMEDIA GROUP"

EIN: 42341212

Address: 112D Naberezhna Peremohy Street, Building 3, Office 3, Dnipro, Dnipropetrovsk Region, Ukraine, 49100

Email: contact@smediaweb.com