PUBLIC OFFER

PUBLIC OFFER

April 27, 2020, St. Petersburg

OOO SeaNews, hereinafter referred to as the Contractor, in the person of Managing Director Yuriy Kuprashevich, acting under the Charter, intends to conclude a Contract with the Customer for rendering information services (hereinafter referred to as the Contract) on the conditions provided by the present Public Offer (hereinafter referred to as the Contract).

TERMS and DEFINITIONS

Public Offer – present document.
Public Offer Acceptance – a full and unconditional acceptance of the Public Offer by acting as specified in Clause 4.4 of this Offer.
Contract – a contract fore rendering information services between the Customer and the Contractor concluded by accepting the Public Offer.
Customer – a person that accepted the Public Offer and is the consumer of the information services under the Contract,.
Customer’s Application – an application containing the address for rendering service, banking details for invoicing, services ordered and other information necessary for rendering services under this Contract or Supplement 1 to the Contract, sent by e-mail to the Contractor.
Customer’s Representative – an employee of the Customer defined by the Customer in the Application, to whose e-mail address information materials and other documents are sent.
Web Portal – Contractor’s web portal seanews.ru / www.seanews.ru
Information materials – any text, graphic, audio, video and combined information materials.
Contractor’ e-mail address – Contractor’s e-mail address: sales@seanews.ru. Sending documents and any other information to this address is equal to sending it to the Contractor’s legal address.
Main page upper slider– the visual scrolling top news block with large pictures and headings positioned under the main horizontal site menu. This block has the best position as it does not require scrolling down as is displayed immediately after loading the Portal. The Slider can contain as many as 6 publications, the most recent 2 being displayed on the screen while the other materials are seen after horizontal scrolling. The publications in the Slider are ranged by date of publication from the left to the right.

2. CONTRACT SUBJECT

2.1. By sending an Application to the Contractor the Customer entrusts, and the Contractor undertakes to render one or several information services and/or provide printed materials resulting from rendering the information services specified in Appendix 1 “Service List and Conditions” under this Contract.
2.2. The list of Services rendered by the Contractor, the start date and period of rendering, the price and other conditions connected with rendering concrete Services are specified in Supplement 1 to this Contract.

3. OBLIGATIONS of PARTIES

3.1. The Contractor undertakes:
3.1.1. To render the Services to the Customer in terms specified in Appendix 1 to this Contract and of adequate quality.
3.2. The Customer undertakes:
3.2.1. To pay for the Contractor’s Services on the conditions of this Contract.
3.2.2. To provide the Contractor all the documents, explanations, graphic materials and/or information necessary for the Contractor to render the Services within 5 (five) workdays.

4. PAYMENT CONDITIONS

4.1. The cost of Services and payment conditions are defined by Appendix 1 to this Contract unless the Parties agree differently.
4.2. The Contractor has a right to change the Services price unilaterally by publishing information on the Web Portal no later than 10 days prior to the date of change.
4.3. Services price change is not applied to the Services already paid for by the Customer that have not been rendered, or have not been rendered in full.
4.4. The Customer pays for the Contractor’s Services within 7 (seven) workdays since the Parties have agreed the Application and the Contractor has issued the invoice. The invoice is sent by e-mail to the address specified by the Customer in the Application or by fax. The original invoice is sent to the Customer within 3 (three) workdays unless provided differently by Supplement 1 to this Contract.
4.5. Payment is made by transferring money to the Contractor’ account.
4.6. The Contractor’s Services are not subject to VAT in accordance with RF Tax Code, Part 2, Chapter 26.2.

5. SERVICE CONDITIONS

5.1. The list of Services, start dates and periods of rendering Services are defined in Appendix 1 to this Contract.
5.2. Both the Parties undertake to treat any information (financial, commercial, etc.) they learned while concluding and performing this Contract as confidential and to take measures to protect such information, refraining from divulging it to third parties, unless the other Party grants a written permission to do so.
5.3. Unless specified differently by the Contract, the Customer undertakes not to transfer or share the information received from the Contractor or any parts of this information with those who are not employees of the Customer, not to violate the restrictions defined by Appendix 1 to this Contract, and not to infringe the Contractor intellectual rights in any other way.
5.4. The Services are considered to of adequate quality and rendered in full, unless the Customer has lodged no complaint within 5 (five) workdays since the end of the service period.
5.5. Article 317.1 of the RF Civil Code is not attributable to the Parties’s relations under this Contract.

6. LIABILITIES of PARTIES

6.1. The Parties are liable for failing to fulfill or for unduly fulfilling this Contract in accordance with the RF legislation.
6.2. In case the Customer violated Clause 5.3 of this Contract and/or the restrictions concerning divulging/circulating/sharing Services or part of Service as specified in Appendix 1 to this Contract, the Contractor has a right to enforce a penalty amounting to double cost of the Service, which was subject of infringement of Clause 5.3 of the Contract. The penalty if enforced by means of sending a motivated written claim containing penalty calculation to the Customer.
6.3. The Customer bears no responsibility for the contents of the information received from the Customer and posted on the Web Portal in the framework of rendering services under this Contract, including its validity, other parties’ interests and rights for publication and circulation.
6.4. The Contractor is not responsible for lost profit and for any indirect damages resulting from the Customer using or not using the Services.
6.5. The Customer is not responsible for the profit lost by the Contractor, irrespective of the circumstances leading to such profit loss, unless it was the result of the Customer violating Clause 5.3 of this Contract.

7. DISPUTE SETTLEMENT

7.1. In case any dispute concerning this Contract arises, the Parties shall take all possible measures to settle it by way of negotiations.
7.2. In case the Parties fail to reach an agreement by way of negotiation, the Party deeming its right to be infringed as a result of the other Party not fulfilling or unduly fulfilling its obligations under this Contract shall send a written claim to this other Party. The claim shall be sent via a delivery service and handed over to the other Party’s representative on receipt, or sent in any other way allowing of confirming the date of sending and receiving the claim.
7.3. Disputes which have not been settled in the framework of claim procedures, shall be resolved in the Arbitration Court of St. Petersburg and Leningrad Oblast in accordance with the RF legislation.

8. FINAL REGULATIONS

8.1. This Contract enters into force since the date the Customer pays the Contractor’s invoice, and is valid until the Parties fulfill the obligations they undertook.
8.2. Acceptance of the Public Offer by the Customer results in a Contract (Art. 438 of the RF Civil Code) on the conditions of the Offer.

8.3. Personal data provided in the framework of this Contract can be used by the Parties only for the purposes defined by this Contract taking into account the requirements of the RF personal data and information protection legislation in the sphere of personal data and information protection.

8.4. In accordance with Federal Law No 152-FZ On Personal Data of July 27, 2006, the Customer as a result of accepting the Offer undertakes to receive permission for gathering, storing and processing (also, for automatic processing) information pertaining to the personal data of the Customer’s employees or third parties (name, surname, patronymic, registration address, residence address, phone numbers, e-mail addresses, payment amounts), including gathering, systematizing, accumulating, storing, updating, using, transferring, depersonalizing, blocking, annihilating the personal data the Contractor needs to perform obligations under this Contract. The Contractor processes the personal data for the purpose of concluding the Contract on the basis of this Offer, any other contracts, and fulfilling these contracts, settling accounts with the Customer, making decisions and taking other actions leading to legal consequences for the Customer or third parties, providing the Customer with information on the services rendered by the Contractor, meeting contract obligations to third parties, and informing the Customer on changes in the conditions of Services rendering and in the Offer conditions.

8.5. in case the company name, address and/or banking details of the Customer change, the Customer shall inform the Contractor about this within 3 (three) workdays since the moment such changes took place by sending a notification to the Contractor’s e-mail address. In case the Contractor’s company name, address and/or banking details change, the Contractor informs the Customer of such changes by publishing new details in the Public Offer.

9. CONTRACTOR’S ADDRESS and BANKING DETAILS:

Contractor SeaNews LTD
Legal address: 52A Marshala Govorova Str., Of. 36N, St. Petersburg, 198095, Russia
Postal address for documentation: 198095, 52A Marshala Govorova Str., Of. 36N, St. Petersburg, 198095, Russia
Phone: +7(812) 380-38-26
Taxpayer Identification number: 7842002026
Tax Registration Reason Code: 780501001
Account No: 40702978210000011992
Transit Account: 40702978320000011992
SWIFT CHASDEFXXXX
Tinkoff Bank

Appendix 1 to the Public Offer: List of Contractor’s Services and Conditions of Rendering

Service	Service Contents	Conditions	Service Price, euro	Payment Conditions	Acceptance terms	Restrictions
Information and advertising services on the Russian or English version of the SeaNews.ru web portal*
Publishing a vacancy	1. Publishing the Customer’s vacancy in the SeaNews.ru Vacancies section 2. Publishing a shortcut to the Vacancy in the Vacancies block of the SeaNews.ru portal	The vacancy is published on the Web Portal within 3 workdays since the Parties have finalized the text and the payment has been received to the Contractor’s account. The vacancies posted on the Web Portal are sorted by date of publication, with six most recent vacancies displayed on the main page in the Vacancies block.	296 euro	100% pre-payment	Since the moment of publishing the Vacancy on the Web Portal. The Service Acceptance Statement is handed over to the Customer after the payment has been received, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.	The Customer shall provide the text of the Vacancy and finalize it with the Contractor. The Vacancy can be removed from the Web Portal on the Customer’s request, otherwise it will remain on the web for an unlimited period of time.
Publishing a promo article	1. Publishing the Customer’s promo article in the News section of SeaNews.ru Web Portal in one of the following new blocks: Container shipping, Cargo shipping, or Miscellaneous. 2. Publishing a shortcut to the Customer’s promo article on the SeaNews.ru Web Portal in the New block and in one of the following blocks: Container Shipping, Cargo Shipping, or Miscellaneous.	The promo article is posted on the Web Portal within 3 workdays since the Parties have finalized the text and the payment has been received to the Contractor’s account. On the main page of the Web Portal, 12 most recent articles are displayed. In the Container Shipping block, 6 most recent articles rea displayed, and in the Cargo Shipping and Miscellaneous 5 most recent articles.	476 euro	100% pre-payment	Since the moment of publishing the promo article on the Web Portal. The Service Acceptance Statement is handed over to the Customer after the payment has been received, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.	The Customer shall provide the text of the article and a picture to illustrate it and finalize them with the Contractor. The article can be removed from the Web Portal on the Customer’s request, otherwise it will remain on the web for an unlimited period of time.
Publishing a promo interview	1. Publishing the Customer’s promo interview in one of the sub-sections in the Export Opinion section on the SeaNews.ru Web Portal: Market, Practices, or Trends. 2. Publishing a shortcut to the promo interview in the Expert Opinion block on the main page of the SeaNews.ru Web Portal.	Standard variant: The promo interview is posted on the Web Portal within 3 workdays since the Parties have finalized the text and the payment has been received to the Contractor’s account. Publications on the Web Portal are sorted by publication date. On the main page of the Web Portal, 4 most recent publications in the Expert Opinion block are displayed. VIP variant: In addition to the above stated, the interview is posted in the slider with a large picture and the heading in large print. On expiration of the period of VIP posting, the interview remains on the web in the standard variant.	Standard variant: 596 VIP variant with posting in the Export Opinion section slider: 696 per 1 week 1 096 euro per 2 weeks 1 596 euro per 1 month	100% pre-payment	Since the moment of publishing the promo interview on the Web Portal. The Service Acceptance Statement is handed over to the Customer after the payment has been received, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.	The Customer shall provide the text of the interview and picture(s) to illustrate it and finalize them with the Contractor. The interview can be removed from the Web Portal on the Customer’s request, otherwise it will remain on the web for an unlimited period of time.
Publishing a press release	1. Publishing the Customer’s press release in the SeaNews.ru Web Portal Press Releases section 2. Publishing a shortcut to the press release in the Press Releases block on the main page in of the SeaNews.ru Web Portal.	The promo interview is posted on the Web Portal within 3 workdays since the Parties have finalized the text and the payment has been received to the Contractor’s account. Publications on the Web Portal are sorted by publication date. On the main page of the Web Portal, 6 most recent press releases are displayed.	336 euro	100% pre-payment	Since the moment of publishing the press release on the Web Portal. The Service Acceptance Statement is handed over to the Customer after the payment has been received, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.	The Customer shall provide the text of the press release and a picture to illustrate it and finalize them with the Contractor. The press release can be removed from the Web Portal on the Customer’s request, otherwise it will remain on the web for an unlimited period of time.
VIP posting of a publication (vacancy, press release, promo article, promo interview)	In addition to the standard variant, VIP posting offers: 1. Posting the publication in the upper slider on the main page 2. Setting off in the ‘large box’ style in the appropriate section/sections.	The publication is displayed in the upper slider on the main page of the Web Portal during the period defined by the Parties. The slider contains 6 publications sorted by publication date. After the period set for posting the publication in the slider, the publication remains posted on the Web Portal in a standard mode.	696 euro per 1 week 1 096 euro per 2 weeks 1 596 euro per 1 month	100% pre-payment	С момента Публикации материала на Интернет-ресурсе. The Service Acceptance Statement is handed over to the Customer after the payment has been received, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.	The Customer shall provide the picture for the slider (1024 * 768) and finalize it with the Contractor. The publication can be removed from the Web Portal on the Customer’s request, otherwise it will remain on the web for an unlimited period of time.
Posting banner ads	Posting the Customer’ banner ads on the Contractor’s SeaNews.ru Web Portal for a period defined by the Parties.	Banner types, sizes and positions, technical requirements and conditions for posting are to be found here – http://seanews.ru/en/seanews-advertize/ The minimal period for posting a banner is 1 week (7 days). The banner is posted on the Web Portal on the date agreed by the Parties after the payment is received on the Contractor’s account.		100% pre-payment	The Service Acceptance Statement is handed over to the Customer within 5 (five) workdays since the banner posting period is over, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.	The Customer shall finalize the contents of the banner with the Contractor. The start date for banner publication shall be defined by mutual consent of the Parties.
Subscription for SeaNews portal materials & PORTSTAT service (basic package for one Customer user)	The Customer is provided with an access to the restricted area (‘closed’ news, analytic materials, articles) on the Contractor’s Web Portal. The Customer also receives an access to the Web Portal archive.	An access to the Web Portal restricted area for the Customer’s users is provided within 3 workdays since the Parties have finalized the list of the users and the payment has been received on the Contractor’s account. Access is granted by sending logins and passwords for each of the Customer’s users from the Contractor to the Customer’s representative	1 user: 800 euro for 1 month 1000 euro for 3 months 1 360 euro for 6 months 2 400 euro for 12 months
Subscription for SeaNews portal materials & PORTSTAT service (basic package for three Customer’s users)			3 users: 1000 euro for 1 month 1200 euro for 3 months 1 460 euro for 6 months 2 500 euro for 12 months	100% pre-payment	Since the end date of service rendering. The Service Acceptance Statement is handed over to the Customer within 5 (five) workdays since the service rendering has been completed, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.	All changes to the list of the Customer’s users are made only based on the Customer’s request sent to the Contractor’s e-mail address. The Customer shall not share the login and password with those not included in the list of the Customer’s users. The Customer shall not share the information received with those who are not the Customer’s employees, copy the information received, distribute it in full or in part, or infringe the Contractor’s copyright in any other way.
Subscription for SeaNews portal materials & PORTSTAT service (basic package for five Customer’s users)			5 users: 1200 euro for 1 month 1400 euro for 3 months 1 560 euro for 6 months 2 600 euro for 12 months
Subscription for SeaNews portal materials & PORTSTAT service (additional package for one Customes additional user)			additional user: 100 euro for 1 month 150 euro for 3 months 200 euro for 6 months 300 for 12 months
Access to the Russian Foreign Trade Customs Statistics online service (web-based visual mapping online service)	The Customer is granted an access to the Russian Foreign Trade Customs Statistics analytic service (hereinafter the Service) for one user. The Service is located on the Contractor’s Web Portal and is updated with new statistic data on a monthly basis.	Access to the Russian Foreign Trade Customs Statistics Service located on the Contractor’s Web Portal is granted for the Customer’s user within 3 workdays after the payment has been received on the Contractor’s account. Access is granted by the Contractor by sending the login and password for the Customer’s user to the Customer’s representative.	price negotiable	100% pre-payment	After the end of the service period The document confirming service provision shall be sent to the Customer within 5 (five) working days since the end of the service period, one copy for the Customer and one copy for the Contractor. The Customer shall sign the document confirming service provision and return one copy to the Contractor within 5 (five) working days.	Changes to the list of the Customer’s users shall be made only on written request of the Customer e-mailed to the Contractor. The Customer shall not share the username and password with persons not included into the Customer’ users list. The Customer shall not share the information obtained using the service with persons that are not the Customer’s employees, or copy, distribute, publish the information obtained or any part of it, or violate the Contractor’s copyright in any other way.
Design and make up services	Designing and making advertising modules and banners. Making changes to the advertising modules and other graphic materials provided by the Customer.	All job is done on the Customer’s request.	40 euro per one hour	100% post-payment on the basis of the Contractor’s Job Report stating the timer spent by the Contractor’s personnel.	Since the job is completed. The Service Acceptance Statement is handed over to the Customer within 5 (five) workdays since the job is completed, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.
Copyrighting / interviewing	Writing articles and other materials on Customer’s request, including promo articles: interviewing and making a publication based on the material of the interview; making pictures. Translating to Russian.	All job is done on the Customer’s request.	40 euro per one hour
Analytic research
Analytic research made on order			Contracted price, to be agreed and fixed in the process of finalizing the Customer’s application.	The Customer shall pay for the service in two payments: 1) 50% to be paid in advance before the Contractor starts on the job / provides statistic data 2) 50% to be paid after the Customer receives the research results, statistic data, etc.	Since the moment the report has been dent to the Customer’s address. In case a paperback version of the research has been ordered, it is sent by Russian Post, the latter being responsible for the delivery and the time of delivery. The waybill is sent to the Customer with the analytic report, one copy for the Customer and one copy for the Contractor. The Customer shall sign both the copies and send back the Contractor’s copy to the Contractor within 5 (five) workdays.	The Customer shall not share the information of the analytic reports with third parties, or make commercial use of it in printed, electronic or other form, unless authorized to do so in written form by the Contractor. In such case, the Contractor shall be quoted as the source of information and the author.
Reference and analytic briefs	Providing statistic and/or analytic reference briefs on a regular or onetime basis		Contracted price, to be agreed and fixed in the process of finalizing the Customer’s application.	100% pre-payment	The Service Acceptance Statement is handed over to the Customer within 5 (five) workdays since the service has been rendered, one copy for the Customer and one copy for the Contractor. The Customer shall sign the Acts and hand over one copy to the Contractor within 5 (five) workdays.

* Note: The Customer shall explicitly state in the application, in respect of which language version of the Contractor’s Web Portal (English or Russian) the service is to be rendered. All the materials for rendering the service provided by the Customer (texts, photos, pictures, banners, etc.) are to be submitted in corresponding language. Services for the Russian and English versions of the Web Portal are tariffed separately.