PUBLIC TERMS OF SMARTSEARCH SERVICE PROVISION

These Terms set out the general procedure for learning about the SmartSearch service, arranging contracts, accessing the software product, and paying for services. The provider of services under new contracts is ТОВ «ЮВІЖН», Ukrainian Unified State Register company code (EDRPOU) 46168192 (the “Provider”).

Important: creating an account, submitting company details, selecting a plan, or downloading a draft contract does not, by itself, constitute the conclusion of a paid contract with the Provider. For customers choosing payment by invoice, the contract is concluded after it has been signed by both parties.

1. GENERAL PROVISIONS

1.1. SmartSearch is an online service for implementing product search and related functionality on the Customer’s websites.

1.2. New contracts with the Provider may be entered into by sole proprietors and legal entities (the “Customer”). Other categories of users are served under separately agreed terms.

1.3. Individual terms of cooperation, including the websites covered, service plan, fees, billing period, and additional modules, are defined in the signed contract and its specifications.

1.4. In the event of any discrepancy between these Terms and a signed individual contract, the provisions of the signed contract prevail.

1.5. Contracts previously entered into with other providers, including sole proprietors, are not automatically amended by publication of these Terms. A transition to services provided by ТОВ «ЮВІЖН» must be arranged separately in accordance with the applicable procedures.

2. SERVICES AND FEATURES

2.1. The Provider operates SmartSearch using its own or third-party technical infrastructure and grants the Customer access to the agreed service features over the Internet.

2.2. Depending on the selected plan, the service may include product catalogue indexing, search suggestions, correction of search query errors, transliteration, synonym support, filtering, multilingual search, and other standard features. The specific scope is determined by the plan and specification.

2.3. Image-based search and semantic search are additional modules. Selecting them in the customer dashboard constitutes a request for activation, not automatic provision or inclusion in the base price.

2.4. Activation of additional modules, non-standard integrations, and custom settings beyond the agreed plan is subject to separate agreement on the terms and fees.

2.5. The plan names StartSmart, BusinessSmart, ProfessionalSmart, and IndividualSmart may be used to describe the scope of services. The current limits and terms for each Customer are specified in the contract or specification.

3. CONNECTION AND USE

3.1. To connect the service, the Customer supplies accurate information about its website, product catalogue, and required integration parameters.

3.2. Product data may be exchanged using XML, API, or other agreed methods. Search results may be displayed through JavaScript components or other integration tools.

3.3. The Customer is responsible for the lawful publication of product data, holding the necessary rights to use materials, and the accuracy of the information provided for indexing.

3.4. The Provider is not responsible for inaccuracies in search results directly caused by incomplete, outdated, or incorrect Customer data, to the extent permitted by law and the signed contract.

3.5. Demo or trial access may be granted at the Provider’s discretion. Its duration and terms are communicated to the Customer separately. Trial access alone does not create an obligation to pay for a subsequent period without proper agreement.

4. CONTRACT PREPARATION AND SIGNING

4.1. The Customer enters its details in the customer dashboard, specifies the website or websites, and selects a service plan and billing period.

4.2. After receiving and verifying the Customer’s details, the Provider prepares a draft individual contract with the relevant annexes or specifications. The draft is prepared by an authorised representative of the Provider and sent to the Customer for review and agreement. Submitting an application and preparing a draft contract do not, by themselves, create any obligation to pay for services. A prepared draft is not a signed contract.

4.3. Following review of the draft, the Provider sends the agreed document for signing through the “Вчасно” (Vchasno) electronic document management service or another agreed method.

4.4. Under this procedure, the contract is deemed concluded when duly signed by both parties, unless the contract expressly provides for a different effective date.

4.5. A SmartSearch notification that a document has been sent to “Вчасно” (Vchasno) is informational only. The Customer uses the notifications and interface of the relevant electronic document management service to sign the document.

4.6. Changes to material agreed terms after signing are made in accordance with the signed contract, including by means of a new specification or an addendum.

5. PLANS, INVOICES AND PAYMENT

5.1. Service fees are agreed for each Customer in the contract and specification and are not set at a uniform rate for all Customers by these Terms.

5.2. Fees depend, among other things, on the plan, number of websites, agreed period, and additional services. The amount, VAT status, and other required details are stated in the agreed documents and invoice.

5.3. Under the individual contract procedure, an administrator issues an invoice only after confirming that both parties have duly signed the contract.

5.4. The invoice and notification of its issuance may be made available in the customer dashboard and sent to the email address provided by the Customer.

5.5. The Customer pays in Ukrainian hryvnias to the bank details stated on the invoice. Payment is deemed made on the date the funds are credited to the correct recipient’s account, unless the contract provides otherwise.

5.6. The beginning and end of the paid period are determined by the signed terms and issued invoice. Access is extended after payment in accordance with the agreed service rules.

5.7. For customers who continue to use previously established card payments, including recurring charges, the terms of the applicable existing contract and payment authorisations remain in force. Publication of these Terms does not constitute consent to new automatic charges and does not change the recipient of previously authorised payments.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The Provider undertakes to deliver the agreed services with appropriate professional care, maintain the operation of the service, and notify the Customer of material changes to the service terms.

6.2. The Customer undertakes to pay invoices on time, comply with the agreed technical requirements, and refrain from using the service in a manner that violates third-party rights or applicable law.

6.3. The Provider may suspend paid access in the event of non-payment or a material breach of agreed terms, subject to the notification rules set out in the signed contract.

6.4. A change in the plan, material limits, or service fees for an already paid period will not be imposed unilaterally unless expressly permitted by terms lawfully agreed by the parties.

7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

7.1. The Customer is granted the right to use SmartSearch functionality within the agreed scope and term. No source code or proprietary intellectual property rights in the software product are transferred to the Customer.

7.2. The parties take reasonable measures to protect the confidentiality of non-public commercial and technical information obtained in the course of their cooperation.

7.3. Personal data are processed in accordance with Ukrainian law and the SmartSearch Privacy Policy. The scope, purposes, and procedures of data processing may be further defined in the contract.

7.4. The Customer’s name, logo, or testimonial may be used in advertising only with the Customer’s prior consent or on another lawful basis.

8. LIABILITY AND FORCE MAJEURE

8.1. The parties are liable for breaches of their obligations in accordance with Ukrainian law and the signed contract.

8.2. Temporary interruptions affecting third-party platforms, communication channels, or data sources are assessed in light of their actual causes and the allocation of liability under the contract.

8.3. A party relying on force majeure must substantiate its effect on the performance of the specific obligation and notify the other party in accordance with the agreed terms and applicable law.

8.4. The parties seek to resolve disputes through negotiation. If no agreement is reached, the dispute will be resolved in accordance with the procedure established by law.

9. TERM, AMENDMENTS AND TERMINATION

9.1. The term, renewal, termination, and final settlement procedures are determined by the signed contract and its specifications.

9.2. The Provider may update these public Terms by publishing a new version on the website. The new version applies to subsequent contract arrangements and does not automatically amend contracts that have already been signed.

9.3. If any provision of these Terms is found invalid, this does not in itself affect the validity of the remaining provisions to the extent permitted by law.

10. PROVIDER DETAILS