CONTRACT - OFFER for the provision of services

Moscow Revision dated October 25, 2021

This Agreement is a public contract offer (proposal) of the Sales Management Center Limited Liability Company (hereinafter referred to as the Contractor), contains all the essential conditions for the provision of services, is addressed to any individual or legal entity (hereinafter referred to as the Customer) who agrees with the terms of this public offer by its full and unconditional acceptance.


Full and unconditional acceptance is the payment by the Customer for the Services that are the subject of this Offer Agreement.
By accepting this Offer Agreement, the Customer confirms that he has read, agrees, fully, and unconditionally accepts all the terms of the Agreement in the form in which they are set forth in the text of the Offer Agreement.
This agreement does not require its signing by the Customer and the Contractor while maintaining its legal force.
The text of this Offer Agreement (hereinafter referred to as the Agreement) is located at: https://sales-management-center.com/transcribator.

1. The Subject of the Agreement
1.1. On the terms stipulated by this Agreement, the Contractor undertakes to provide the Customer with services in the field of intellectual decryption of communications (hereinafter referred to as the services), and the Customer undertakes to accept and pay for the Services rendered.
1.2. The list, description, cost of services, and terms of rendering (where applicable) are determined on the Contractor's website at: https://sales-management-center.com/transcribator. Information about the services posted at the specified address is an integral part of the Agreement. The customer can choose any of the services offered by the Contractor, based on their interests and needs. The choice of a specific service is carried out by the Customer in his personal account on the Contractor's website.
1.3. The terms used in this Agreement are interpreted in accordance with the current legislation of the Russian Federation. In the absence of an unambiguous interpretation of the term in the text of this Agreement and / or in regulatory acts, one should be guided by the interpretation that has developed on the Internet and in business practice.

2. Rights and Obligations of the parties
2.1. Executor:
2.1.1. On the terms provided for in this Agreement, undertakes to provide the Customer with the service chosen by him by clicking in his personal account on the Contractor's website.
2.1.2. Has the right to involve third parties for the performance of the Agreement, bearing responsibility for their actions as for their own.
2.1.3. Provides the service only after the Customer pays for the service and provides the Contractor with the information and materials necessary for the provision of services.
2.1.4. Has the right to carry out preventive maintenance of services through which services are provided under the Agreement, for which purpose temporarily suspend access to services;
2.1.5. Has the right to use information about the Customer (including IP address, browser version, operating system version, and others) in order to create statistics on the demand for services provided under the Agreement, as well as publish and / or transfer such statistics to third parties, with the exception of personal data Customer.
2.1.6. Has the right to use the audio and video files uploaded by the Customer to the services in the provision of services in order to test the operation of the services and improve their operation. To perform these actions, such data may be transferred by the Contractor to the involved person.
2.2. Customer:
2.2.1. Undertakes, in the manner and on the terms provided for by the Agreement, to pay the Contractor for the services provided under the Agreement.
2.2.2. Undertakes to independently study the User Agreement, as well as other documents related to the provision of Services under this Agreement, posted on the official website of the Contractor.
2.2.3. The Customer, performing actions in his personal account on the Contractor's website, confirms the fact of ordering the Services under this Agreement and assumes obligations for their full payment. All actions in the personal account performed by the Customer are considered agreed by the Parties and are subject to payment in full, without the execution of additional documents, agreements, annexes to the contract, written applications, etc.
2.2.4. Undertakes not to violate the intellectual rights of the Contractor to the services through which services are provided under this Agreement.
2.2.5. By entering into this Agreement, the Customer confirms that he consents to the processing of personal data in accordance with the Contractor's Privacy Policy located at: https://sales-management-center.com/transcribator.

3 Cost of services and payment procedure
3.1. The Customer pays for the services in the order of 100% advance payment in the amount indicated on the Contractor's website, depending on the service chosen by the Customer. Payment for services means full agreement on the conditions and procedure for the provision of services by the Contractor under this Agreement.
3.2. The service is paid for in a non-cash manner by transferring funds to the Contractor's account, indicated in the Agreement. Payment for services is possible both by account and using electronic payment services. The choice and use of the method of payment for the services provided is made by the Customer at their own discretion.
3.3. Unless otherwise provided by the Agreement, the obligation of the Contractor to provide the Services arises from the moment of receipt of payment from the Customer to the settlement account of the Contractor. The date of fulfillment of the Customer's obligation to pay for the Contractor's services is the date of receipt of funds to the Contractor's settlement account.
3.4. For the period of testing the services, with the use of which the Contractor provides services under the Contract, the services may be provided without charging a fee, which will be indicated on the Contractor's website. In this case, the service is provided by the Contractor after the appropriate click by the Customer on the selected service in the personal account, subject to the provision of information and materials necessary for the provision of services to the Contractor.
3.5. The acceptance of this offer is the fact of payment for the services / click of the Customer on the selected service in the personal account on the Contractor's website.

4 Order of delivery and acceptance of services
4.1. In the event that within 24 (twenty-four) hours from the moment, the service was provided, the Customer did not submit any written claims to the Contractor in connection with the fulfillment of obligations under the Agreement (including in terms of quality, volume, cost of services), the service is considered to be provided properly manner and accepted by the Customer.
4.2. Certificates of delivery of acceptance services (Acts) under the Agreement are provided at the request of the Customer - a legal entity. The request for the provision of the Certificates is sent to the email address zakaz@sales-management-center.com, indicating in the email the date of the service and the details of the Customer.
4.3. The Contractor, within 10 (ten) business days from the date of receipt from the Customer of the request for the provision of the Acts, draws up and sends to the Customer the Act signed on its part. The proper direction of the act and invoice by the Contractor to the Customer is equally recognized:
- sending by Russian Post or courier service;
- sending by e-mail to the Customer;
- direction through the electronic document management system.
4.4. The Customer undertakes to sign the Act drawn up by the Contractor within 3 (three) working days from the date of its receipt. The absence of the Act signed by the Customer does not entail the recognition of the service not provided by the Contractor and not accepted by the Customer.

5 Liability of the Parties. Force majeure circumstances. Dispute Resolution
5.1. The Parties shall be liable for non-performance and / or improper performance of obligations under this Agreement in accordance with the legislation of the Russian Federation and the provisions of this Agreement.
5.2. If the service is provided free of charge during the test period, the Contractor shall not be liable for the quality of the service provided, loss, or damage to the data provided by the Customer for the provision of services (audio-video files).
5.3. The Contractor is not responsible for technical problems, failures, and inoperability of the Service that are not related to the guilty actions of the Contractor.
5.4. The Customer is responsible for the violation of any rights of the Contractor to the services using which the services under this Agreement are provided.
5.5. The Parties are released from liability for partial or complete failure to fulfill obligations under this Agreement if this failure was the result of force majeure ("force majeure circumstances").
5.6. In the context of this Agreement, force majeure circumstances include: fire, flood, earthquake, strikes and other natural disasters, war, and hostilities, epidemics, power outages, blocking of electronic resources, disclosure of information due to failures caused by hackers and DOS attacks of the site, as well as as a result of other illegal actions of third parties, acts of state authorities or other circumstances beyond the control of the Parties that impede the implementation of this Agreement that arose after the conclusion of the Agreement.
5.7. The Parties shall notify each other of the occurrence of force majeure circumstances no later than 5 (Five) working days from the moment of their occurrence.
5.8. If the duration of the force majeure circumstances exceeds 60 (Sixty) calendar days, then each of the Parties has the right to initiate the procedure for changing the terms of this Agreement or terminate this Agreement by sending a notice of termination to the other Party at least 15 (Fifteen) calendar days before the expected date of termination. At the same time, the Agreement is considered terminated only after full and final mutual settlements and settlement by the Parties of all disputes arising from this Agreement, including the payment of penalties accrued prior to the onset of force majeure circumstances.
5.9. All disputes and disagreements that may arise from this Agreement, the Parties will seek to resolve through negotiations or in a claim procedure. The parties acknowledge that for the purposes of pre-trial settlement To resolve a dispute, the proper way to send a claim is to send it by e-mail specified in this Agreement (or provided at the conclusion of the Agreement). The claim is considered delivered to the addressee on the day of its sending by e-mail. The party that received the claim shall consider it within 5 (five) working days from the date of receipt of the claim.
5.10. If the Parties do not come to an agreement, the dispute is referred to the court at the location of the Contractor.

6 The term of the Agreement and the procedure for its termination
6.1. This Agreement comes into force from the date of its acceptance by the Customer and is valid until December 31, 2021 (hereinafter referred to as the "Validity Period"). If none of the Parties notifies the other Party of termination 30 (thirty) calendar days prior to the expiration of this Agreement, the Agreement is automatically extended for the next calendar year and then for subsequent annual terms. The number of extensions is not limited.
6.2. This Agreement may be terminated early by agreement of the Parties in the manner prescribed by the current legislation of the Russian Federation.
6.3. In case of unilateral withdrawal from the Agreement, the Agreement shall be deemed terminated from the date specified in the notice of termination of the Agreement.
6.4. Termination of the agreement or its termination on other grounds does not release the parties from financial obligations that arose during the period of the agreement and were not fulfilled before its termination unless otherwise agreed by the parties additionally.

7 Privacy
7.1. The Parties agree to keep the Agreement confidential and confidential, as well as all information received by one Party from the other Party and designated by the transferring Party as confidential information (hereinafter referred to as the "Confidential Information"), and not to disclose, disclose, make public or otherwise provide such information to any third party without the prior written permission of the Party transmitting this information, except for requests from authorized state bodies and other cases provided for by the legislation of the Russian Federation.
7.2. Confidential information always remains the property of the transmitting Party and must not be reproduced without the prior written consent of such disclosing Party.
7.3. The obligation to keep the Confidential Information secret in accordance with the terms of this article shall come into force from the moment of signing the Agreement by both Parties and shall remain in force for 5 (Five) years after the expiration of the Agreement or its termination for any reason.
7.4. The party that has violated the condition of keeping the Confidential Information secret shall compensate the other party for all losses incurred.
7.5. To fulfill the terms of the Agreement, the Customer agrees to provide and consents to the processing and transfer of personal data in accordance with the Federal Law of July 27, 2006 No. 152-FZ "On Personal Data" on the terms and for the purposes of fulfilling the terms of the Agreement as using automated means of processing personal data, and without the use of automation tools. The Customer, in order to fulfill this Agreement, grants the Contractor the right to carry out the following actions (operations) with personal data: collection, accumulation and systematization; storage during the term of this Agreement and not less than the period of storage of reports established by regulatory documents, but not less than three years from the date of termination of this Agreement; clarification (update, change); usage; blocking; destruction; depersonalization; transfer, incl. cross-border, to third parties, in compliance with measures that ensure the protection of personal data from unauthorized access.
7.6. The purpose of the provision by the Customer of personal data and their subsequent processing by the Contractor is to receive the services of the Contractor by the Customer. This Consent is valid for the term of this Agreement and at least three years from the date of termination of this Agreement.
7.7. “Personal data” means personal information that the Customer provided to the Contractor, as well as information that the Customer provides about himself when registering on the Contractor’s website, including last name, first name, patronymic; registration address, number of the main document proving his identity, information about the date of issue of the specified document and the issuing authority, postal address (including postcode), email address and contact numbers, etc.
7.8. The Contractor guarantees the confidentiality of the Customer's personal data and provides access to personal data only to those employees and persons who need this information to fulfill the terms of the Agreement, ensuring that these persons observe the confidentiality of personal data and the security of personal data during their processing.
7.9. In cases where the Customer loses identification data (login/password) for access to the personal account on the Contractor's website, the Contractor has the right to request from the Customer, and the Customer agrees to provide some personal data that will be used solely for the purpose of executing this Agreement and protecting the property interests of the Contractor and the Customer.
The Customer confirms that he has received or will receive the written consent of all persons whose involvement is necessary for the Contractor to properly provide services under this Agreement for the processing, storage, and transfer by the Customer of all personal data, as defined in the Federal Law of the Russian Federation of July 27, 2006 No. 152-FZ "On Personal Data" and any changes thereto. The Customer is informed that he is responsible for the transfer of personal data of these persons without their written consent to the Contractor. The Contractor shall not be liable for non-performance or improper performance of this obligation by the Customer.

8 Special conditions
8.1. The Parties have agreed that in the performance of their obligations under this Agreement, they may use the electronic document management system.
8.2. Electronic document management is carried out by the Parties using the Diadok electronic document management system (hereinafter referred to as the EDI System), the functions of the certification center of which are performed by CJSC PF SKB Kontur (TIN6663003127).
8.3. When using the EDI System, the Parties will exchange formalized (electronic documents for which electronic formats are established by Russian regulatory legal acts) and non-formalized electronic documents drawn up in the form of the Contractor.
8.4. The Parties recognize all documents in electronic form, signed by the electronic signature of the authorized representatives of the Parties and executed by the Parties in accordance with this section of the Agreement, as equivalent to documents on paper, signed by the signature of the authorized representatives of the Parties and affixed with the seals of the Parties (regardless of whether such documents exist on paper carriers or not). The Parties acknowledge that any actions performed by the owner of the electronic signature key certificate are actions performed on behalf of the Party to this Agreement. An electronic document signed with a Qualified Electronic Signature is considered signed by the Party in whose name the electronic signature key certificate is registered with ZAO PF SKB Kontur.
8.5. The use of EDI by the Parties shall take effect from the moment each of the Parties confirms this possibility in writing or by sending an invitation to exchange electronic documents in the EDI system.

9 Final provisions
9.1. On the day of the conclusion of this Agreement, all previous correspondence, documents, and negotiations between the Parties on issues that are the subject of this Agreement, become invalid. All Additional Agreements to this Agreement, invoices issued by the Contractor, are its integral part.
9.2. All changes and additions to this Agreement are possible only by mutual agreement of the Parties, and are drawn up in the form of Additional Agreements, which come into force from the moment they are agreed by the Parties. By agreement, the Parties equally understand the following options:
- Signing of changes and additions by authorized representatives of the Parties. At the same time, changes and additions come into force from the date of signing the document, unless a different period is agreed in the document.
- Sending by the Contractor of an additional agreement to the Agreement, an invoice to the Customer by e-mail or in any other way, including by posting in a personal account. Changes and additions to this Agreement are recognized as agreed, come into force from the moment they are sent by the Contractor, and become binding on the Parties, if after 3 (three) business days the Customer received payment under such a document or the Customer did not receive a reasoned refusal to agree on such changes.
9.3. The Parties recognize the legal force of documents transmitted by e-mail, the Customer's personal account on the Contractor's website without using an electronic signature at the e-mail addresses of the parties. Emails sent from the email addresses of the Parties, or posted in the Customer's personal account on the Contractor's website are considered signed with a simple electronic signature (electronic address (e-mail address). This procedure also applies to the procedure for concluding additional agreements, agreeing on acts. Scans of documents, with signatures of authorized persons and seals (electronic images of documents), transmitted by e-mail, are considered valid regardless of whether the Parties receive the originals of the relevant documents.
9.4. Any notices, acts, demands, reports, requests, other documents and/(or) messages of one Party sent to the other Party under this Agreement shall be deemed delivered accordingly:
within 24 (twenty-four) hours from the moment they were sent - for messages sent via e-mail;
within 14 (Fourteen) calendar days from the date of their sending - for messages sent by post;
within 4 (Four) working days from the moment they were sent - for messages sent by courier or other similar delivery services.
This condition applies if there is no information about the date on the stamp of the recipient's post office (if sent by mail) or the date on the notification signed by the recipient (if sent by courier mail).
9.5. All current correspondence between the Parties in connection with the execution of this Agreement may be carried out via e-mail at the following agreed e-mail addresses (e-mail):
Contractor's e-mail: info@sales-management-center.com.
E-mail of the Customer: the address specified during the registration of a personal cabinet (account).
9.6. The parties are obliged to inform each other about changes in their addresses, bank details, telephone numbers, and telefaxes within 2 days.

10 Address, details of the Contractor

Full brand name:
Limited Liability Company "Sales Management Center"
Abbreviated company name: TsUP LLC
Legal address: 117041, Moscow, st. Admirala Rudneva, 4th floor 6, room 27, room 13h
TIN/KPP: 7727446030/ 772701001
PSRN: 1207700204590
Settlement account 40702810300000158554
Correspondent account 30101810200000000700
BIC Bank 044525700
Bank JSC Raiffeisenbank
Email address: info@sales-management-center.com