Social Media Management Services AGREEMENT (PUBLIC OFFER)

1. GENERAL PROVISIONS.

Procedure for Concluding the Agreement

1.1. STUDIO.LOGOS.MEDIA, hereinafter referred to as the “Contractor”, represented by individual entrepreneur Logos Media, acting on the basis of state registration, places this agreement for Social Media Management Services (public offer) on its website at: https://logos-media.agency/agreement-smm/ and thereby expresses the Contractor’s intention to conclude this agreement with any interested legal entity or individual (including an individual entrepreneur), hereinafter referred to as the “Customer”.

1.2. Unconditional and irrevocable acceptance by the Customer of all the terms and conditions of this agreement (acceptance) shall be the advance payment made by the Customer for the cost of services in accordance with the procedure and terms specified herein. Acceptance is the fact of the conclusion of this agreement between the Contractor and the Customer on the terms and conditions specified in this agreement. By accepting this agreement, the Customer joins the terms and conditions of this agreement as a whole, without any exceptions or reservations.

1.3. Under this agreement, the Contractor may provide the following services: — Social Media Management (SMM) services — content creation (posts, reels, stories), profile design for Instagram and other social networks; — Creation and implementation of content strategy for social media; — Development of publication plans and content calendars; — Account management on social media, including regular posts and analytics; — Creation of visual content for social media, including graphics and videos for Instagram, Facebook, and other platforms; — Other social media management services, as agreed upon between the Contractor and the Customer.

1.4. After reading the terms and conditions of this agreement, the Customer, using the software tools of the Contractor’s website https://logos-media.agency/ or in another form convenient for the Customer (via phone call, email, etc.), shall send a request in any form to the Contractor for the provision of one or more services from the list specified in clause 1.3 hereof. Based on the received request, the Contractor shall send the Customer an application form for the requested services (hereinafter referred to as the “brief”) via email or any other method convenient for the Customer (e.g., Viber, Facebook Messenger, Instagram, Telegram, WhatsApp, etc.). After the Contractor receives the completed brief from the Customer, the Contractor shall send the Customer an invoice for payment or a link to the payment aggregator by any convenient method.

1.5. The place of conclusion of the agreement shall not be limited to any specific territory.

2. Terms and Definitions

Within the context of this agreement (public offer), the following meanings of the terms shall be used in the relations between the Customer and the Contractor:

2.1. Offer shall mean this document (agreement) published by the Contractor on the Internet at the address indicated above.

2.2. Acceptance of the offer shall mean full and unconditional acceptance of the offer through the advance payment of the ordered SMM management services.

2.3. Customer shall mean a legal entity or individual (including an individual entrepreneur) who accepted the offer.

2.4. Website of the Contractor shall mean a computer program and a database, which is an automated reference system built on web technologies or with the involvement thereof, consisting of web pages designed for operation on the Internet.

2.5. Tariff shall mean the conditions that determine the scope of SMM management services available to the Customer, as well as the amount of payment that the Customer is obliged to make.

3. Rights and Obligations of the Parties

3.1. The Contractor Must:

3.1.1. Once this agreement enters into force and subject to the Customer’s compliance with the conditions determined by this agreement, perform the services paid by the Customer within the time limits established by the agreement.

3.1.2. Ensure the quality of services in accordance with the requirements of the current legislation.

3.1.3. Fulfill other obligations stipulated by this agreement and accompanying documents thereto.

3.1.4. Provide monthly SMM services based on the selected service package, ensuring compliance with current legislation, deadlines, and agreed terms.

3.1.5. Deliver all exclusive rights to the results of work, ensuring high-quality execution of tasks related to social media management, community design, and promotion, within the timeframes outlined in the service package.

3.1.6. Allow the Customer to monitor the progress and quality of work at any stage.

3.1.7. Coordinate with the Customer when making any necessary changes to the materials prepared during the course of SMM management.

3.1.8. Provide technical support for the Customer’s social media accounts.

3.2. The Contractor Shall Have the Right To:

3.2.1. Involve third parties in the performance of services, remaining responsible to the Customer for the actions of these third parties as if they were their own, while retaining all obligations to the Customer under this agreement.

3.2.2. Request from the Customer any information necessary for the prompt resolution and coordination of issues related to the provision of services.

3.2.3. Require the timely provision of all necessary documentation, original product layouts, logos, and corporate symbols from the Customer to finalize and approve service requirements.

3.2.4. Include the results of work performed for the Customer in its portfolio and case studies.

3.3. The Customer Must:

3.3.1. Provide all information, materials, and documentation necessary for the provision of services within the timeframes specified by the Contractor.

3.3.2. Make an advance payment in full within the deadlines stipulated by this agreement and notify the Contractor once payment is made.

3.3.3. Accept services rendered by the Contractor and make full payment for their cost.

3.3.4. Timely approve and provide feedback on materials prepared by the Contractor.

3.3.5. Accept work performed by the Contractor via email or messaging platforms such as WhatsApp or Telegram within 3 (three) calendar days following the end of each month. If no response is provided within 5 (five) business days, the work will be deemed accepted.

3.3.6. Notify the Contractor in advance of any thematic changes or additions to the content of social media accounts managed by the Contractor for the upcoming month.

3.3.7. Submit corrections and amendments to the work within the scope of the agreed package and content plan, with changes communicated in writing through WhatsApp or Telegram.

3.4. The Customer Shall Have the Right To:

3.4.1. Monitor the progress of services rendered by the Contractor without interfering in their work processes.

3.4.2. Require that the Contractor deliver services in strict compliance with the terms and conditions of this agreement.

3.4.3. Terminate this agreement in the event of non-fulfillment of obligations by the Contractor, provided that the Customer compensates the Contractor for incurred costs and pays for completed services at the time of termination.

4. Price and Payment Terms

4.1. Service Cost and Payment Procedure:

The cost of the selected service package for managing the Customer’s social media accounts will be specified in the invoice issued to the Customer upon confirmation of the order.

4.2. Payment Schedule:

Payment for the management of the Customer’s social media accounts must be made no later than the 20th day of each month for the upcoming month of service.

4.3. Payment Currency:

All payments under this agreement are to be made in United States dollars (USD).

4.4. Fulfillment of Payment Obligations:

The Customer’s payment obligation is considered fulfilled on the date the funds are debited from the Customer’s account.

4.5. Non-Refundable Nature of Services:

All services provided under this agreement are non-refundable. Due to the personalized and manual nature of our digital services, we do not offer refunds. Payments are made for creative materials that are tailored to the Customer’s brief and feedback.

While we do not guarantee specific levels of satisfaction, marketing results, growth, or engagement, we are committed to making revisions within the scope of the original assignment to ensure alignment with the Customer’s expectations.

5. Liability of the Parties

5.1. General Provisions:

For improper performance of their obligations under this Agreement, the parties shall bear liability in accordance with the current legislation of the country where the Contractor is a resident.

5.2. Limitations of Liability:

The Contractor shall not be held liable for delays, interruptions, or failures in the performance of services caused by technical issues, including but not limited to interruptions in internet access or the operation of third-party platforms, servers, or social media networks used in the course of service delivery.

5.3. Customer’s Responsibility:

If the Customer fails to perform the obligations specified in this Agreement, the Customer agrees to reimburse the Contractor for any losses, additional costs, or damages incurred due to the Customer’s failure to fulfill their obligations.

5.4. Use of Materials and Third-Party Content:

The Contractor reserves the right to use licensed stock images, elements, and templates as part of content creation when necessary. The Contractor ensures compliance with licensing requirements and bears no liability for claims arising from third-party content if such claims are beyond the Contractor’s control.

5.5. Marketing Results Disclaimer:

The Contractor does not guarantee specific marketing outcomes, including engagement, growth, or revenue, as such results depend on a variety of external factors beyond the Contractor’s control. The Contractor’s liability is limited to the proper execution of agreed services as outlined in this Agreement.

6. Confidentiality

6.1. Contractor’s Obligations:

By entering into this Agreement, the Contractor guarantees that:

  1. At the time of signing this Agreement, the Contractor is not bound by any obligations to third parties that may conflict with the terms of this Agreement.
  2. The Contractor shall not independently use the Customer’s social media accounts or grant similar usage rights to third parties.
  3. The Contractor reserves the right to showcase completed work, including links to the Customer’s social media profiles, as part of their portfolio or case studies, with proper attribution to the Contractor.

6.2. Protection of Confidential Information:

The Contractor shall not disclose to third parties any confidential information about the Customer’s business activities that becomes known in connection with the execution of this Agreement.

6.3. Safeguarding Confidentiality:

The Contractor agrees to take all necessary and reasonable measures to prevent the disclosure of the aforementioned information to third parties, except in response to a lawful request from competent government authorities, issued in accordance with the applicable laws.

6.4. Restrictions on Use:

The Contractor shall not use the Customer’s social media accounts for personal purposes and shall manage them solely within the scope and terms of this Agreement.

7. Force Majeure

7.1. Definition and Scope:

The parties shall be released from liability for full or partial non-performance of obligations under this Agreement if such non-performance results from force majeure events (“force majeure”). These include natural disasters, catastrophes, and other acts of God, including citywide power outages that disrupt internet connectivity in the location of the Contractor. Power or internet outages limited to the Contractor’s building do not qualify as force majeure.

7.2. Notification Requirement:

The parties are obligated to notify each other in writing of the occurrence of force majeure circumstances within 5 (five) days from the onset of such events.

7.3. Extension of Deadlines:

If the force majeure events directly impact the timely fulfillment of obligations under this Agreement, the deadlines shall be extended proportionally to the duration of the force majeure circumstances.

7.4. Termination Due to Extended Force Majeure:

If the inability to fulfill obligations due to force majeure persists for more than 1 (one) month, either party may terminate this Agreement. In such a case, mutual settlements shall be conducted without liability for potential losses incurred.

8. Intellectual Property

8.1. Transfer of Exclusive Rights:

All exclusive property rights to unique content, design elements, and materials developed by the Contractor as part of the Customer’s social media management assignment (hereinafter referred to as the “intellectual property object”) shall be transferred to the Customer. This includes:

  • The right to use the intellectual property objects specified in this agreement worldwide at the Customer’s discretion in any form and manner, including for business purposes, without requiring additional remuneration beyond what is stipulated herein.
  • The right to transfer such rights to another party, either wholly or partially, grant usage permissions to third parties, and otherwise manage these rights.
  • The right to prohibit unauthorized use of the intellectual property objects by others.
  • All other exclusive rights to the intellectual property objects mentioned above.

8.2. Conditions for Transfer:

The exclusive property rights to the intellectual property objects shall be transferred from the Contractor to the Customer only after the full payment for the Contractor’s services is received.

8.3. Use of Fonts and Licenses:

When creating designs, posts, or other visual content for social media management:

  • The Contractor uses free fonts, subscription fonts (e.g., Envato Elements), or fonts with a Desktop license.
  • Any graphic source files created by the Contractor will be transferred to the Customer in “curves” format (vectorized), and font files themselves will not be transferred.
  • If a specific font license or file is required for the Customer’s use, the Customer must independently acquire the necessary font file and corresponding license.

9. Dispute Resolution

9.1. Negotiation:

In the event of any disputes or disagreements between the parties arising from the execution of this agreement, both the Contractor and the Customer agree to make every effort to resolve these issues through negotiations.

9.2. Judicial Resolution:

If the parties are unable to reach an agreement on disputed matters, such disputes shall be resolved in court at the Contractor’s place of residence.

9.3. Applicable Law:

The legislation of the Contractor’s country of residence shall apply to this agreement, including in the resolution of disputes.

10. Amendments and Termination of the Agreement

10.1. Amendments and Termination by Agreement:

This Agreement may be amended or terminated prematurely by mutual written consent of both parties.

10.2. Termination for Breach:

Either party has the right to request termination of this Agreement and claim compensation for any losses incurred as a result of a significant breach of the Agreement by the other party.

10.3. Customer’s Right to Terminate:

The Customer may terminate this Agreement unilaterally at their discretion by providing written notice to the Contractor. The Agreement will be considered terminated no earlier than 10 days from the date the Contractor receives the notice (or the date the notice should have been received by the Contractor in case of refusal to accept the correspondence).

10.4. No Refunds for Early Termination:

In case of termination by the Customer during the first month of service, the amount paid for services is non-refundable.

11. Final Provisions

11.1. Legal Force of Documents:

The parties acknowledge the legal force of all annexes and addenda to this Agreement, as well as all documents prepared for its execution, whether transmitted by post, facsimile, or electronic communication, if it is reliably determined that the document originates from one of the parties to the Agreement.

11.2. Legally Binding Correspondence:

All correspondence between the parties related to the conclusion, execution, amendment, or termination of this Agreement transmitted by post, facsimile, or electronic communication shall be legally binding and considered an integral part of this Agreement.

11.3. Website Information:

The information contained on the web pages, the addresses of which are indicated in the text hereof, shall be an integral part of this Agreement.

11.4. Contractor’s Right to Refuse Execution:

The Contractor reserves the right to refuse to execute the Agreement and terminate it if the Customer fails to provide the necessary information and materials required for the services, or if the Customer violates any other terms and conditions of this Agreement.

11.5. Delay in Providing Materials and Information:

In case of a delay by the Customer in providing materials and information, agreeing on service stages, paying for additional services, or otherwise failing to fulfill its obligations under this Agreement and its annexes, the deadlines for service performance by the Contractor will be automatically extended (without notifying the Customer) for the period of the delay, plus an additional 10 (ten) business days required by the Contractor to resume work on the order.

11.6. Right to Change Terms:

The Contractor has the right to unilaterally modify the terms and conditions of this Agreement by amending the text of this Agreement. All amendments to the terms and conditions shall be monitored by the Customer at the Internet address https://logos-media.agency/agreement-smm/

11.7. Acceptance of Amendments:

The parties agree that all amendments and addenda to this Agreement will be automatically accepted by the Customer and do not require additional approval. However, the cost of services paid on time and in full by the Customer shall not be unilaterally changed by the Contractor.

11.8. Agreement Validity:

This Agreement shall come into force once the Customer accepts the Contractor’s offer and shall remain valid until both parties have fully performed their obligations under the Agreement.

Additional Terms:

  • Start of Paid Service:
     The paid month of cooperation starts upon the receipt by the Customer of the strategy, content plan, and visual concept in the chat.
  • Customer’s Responsibility for Responses:
     The Customer is responsible for responding to comments or messages.
  • Use of Content:
     The Contractor guarantees to use only mockups published or provided by the Customer or photos and videos from open sources.
  • Account Security:
     The Contractor guarantees that their actions will not lead to the blocking of the Customer’s accounts.
  • Password and Contact Data Changes:
     The Contractor guarantees the security of the Customer’s account and agrees to coordinate any changes in contact details or passwords with the Customer.
  • Protection Against Data Leaks:
     The Contractor guarantees that their actions will not lead to data leakage for account access to third parties.
  • Account Hacking Prevention:
     In the event of an attempted account hack by third parties, the Contractor will take all necessary measures to prevent it.
  • Password Change Notification:
     If the Contractor finds it necessary to change the account password for security reasons, the new password must be communicated to the Customer within 60 minutes.
  • Liability for Account Blockage:
     If an account is blocked due to the Customer’s actions or hacking attempts by third parties, the Contractor shall not be held responsible.

12. Contact Details and Details of the Contractor

Name: Individual Entrepreneur Logos Media
 Identification Number: 300393161
 Legal Address: Georgia, Tbilisi, Nadzaladevi district, Ts. Dadiani street, N 34, building 7, commercial area, building N10
 Registering Authority: LEPL National Agency of Public Registry
 E-mail: order.logos.media@gmail.com
 Website: https://logos-media.agency

Payment Details:
 Details for making a payment will be provided by the Contractor in accordance with the procedure prescribed by this Agreement.