Public offer agreement for access to the AVM.AI Chat-Bot service

1. Definitions

Terms not defined in this Offer have the meaning given to them in the Service Rules.

• Provider — AVM.AI Partners LLP, incorporated under the laws of the Republic of Kazakhstan.
• Customer — a legal entity, individual entrepreneur or natural person that has accepted this Offer.
• Service — the AVM.AI Chat-Bot software and hardware platform provided as SaaS over the Internet.
• Dialogue — the billable unit of Service usage as defined in the Tariffs.
• Dialogue Package — a prepaid volume of Dialogues purchased under the Tariffs.
• Order — a document (invoice, specification, request in the Customer Account or e-mail correspondence) recording the scope, volume and price of the Services.
• Acceptance — full and unconditional acceptance of the Offer under section 3.
• Documents — the Service Rules, Tariffs, SLA, DPA, Acceptable Use Policy and other documents published on the Documents page.

2. Subject of the agreement

2.1. The Provider grants the Customer the right to use the Service (a non-exclusive licence) and provides related integration, configuration and support services; the Customer accepts and pays for them.

2.2. The composition, volume and price of the Services are set by the Order and the Tariffs. In case of conflict, the Order prevails.

2.3. No exclusive rights to the Service are transferred. The right of use is granted for the paid period, worldwide, in the ways required for the functional use of the Service.

2.4. Under articles 395 and 447 of the Civil Code of the Republic of Kazakhstan this Offer is a public offer; the agreement is deemed concluded in writing upon Acceptance.

3. Acceptance

3.1. Acceptance means any of the following actions by the Customer:

• payment of an invoice issued by the Provider under an Order;
• signing an Order, specification or other bilateral document referring to this Offer;
• registration in the Customer Account with a tick confirming agreement with the Offer;
• actual start of using the Service, including during a trial period.

3.2. Acceptance of the Offer simultaneously means accession to the Service Rules, Tariffs, SLA, DPA and Acceptable Use Policy in the versions effective on the date of Acceptance.

3.3. The Offer cannot be accepted partially or on amended terms. Individual terms are agreed in a separate agreement or addendum.

3.4. The Customer confirms that it has the legal capacity and authority to enter into the agreement, and that the person accepting on behalf of a legal entity is duly authorised.

4. Price and payment

4.1. The price of the Services is set by the Tariffs and the Order. Settlements are made in tenge (KZT) unless the Order provides otherwise.

4.2. Payment is made on a 100% prepayment basis for a Dialogue Package or as a periodic fee for a billing period, unless the Order provides otherwise.

4.3. The payment obligation is fulfilled when funds are credited to the Provider's bank account.

4.4. Unused Dialogues roll over or expire as set out in the Tariffs.

4.5. Any taxes, duties and bank fees withheld on the Customer's side do not reduce the amount due to the Provider; the Customer compensates such withholdings unless a double taxation treaty provides otherwise.

4.6. Refunds are governed by the Payment and Refund Policy.

5. Rights and obligations

5.1. The Provider shall

• maintain Service availability in line with the SLA;
• provide technical support through the agreed channels and within the agreed response times;
• process personal data in line with the Privacy Policy and the DPA;
• notify the Customer in advance of planned works affecting Service availability.

5.2. The Customer shall

• pay for the Services in full and on time;
• use the Service in line with the Acceptable Use Policy;
• ensure that the data submitted to the Service is lawful and that a legal basis for its processing exists;
• keep credentials secure and notify the Provider immediately of any compromise;
• provide the information and access required for integration within the agreed timeframe.

5.3. The Provider may

• suspend access if the Customer breaches payment terms or the Acceptable Use Policy — with prior notice, and immediately where security is at risk;
• engage subprocessors and contractors as provided by the DPA;
• develop the Service functionality provided this does not materially degrade the paid characteristics.

6. Intellectual property

6.1. Exclusive rights to the Service, its components, interfaces, documentation and trademarks belong to the Provider.

6.2. The Customer retains all rights to its data, content and materials uploaded to the Service.

6.3. The Customer may not decompile, modify or reproduce the Service, or grant access to third parties beyond the scope of the Order.

6.4. Output generated by the Service from the Customer's data belongs to the Customer; specifics of generative features are described in the Responsible AI Use Policy.

7. Liability

7.1. The parties are liable under the laws of the Republic of Kazakhstan and the terms of the Documents.

7.2. The Provider's aggregate liability is limited to the amount actually paid by the Customer for the 3 (three) months preceding the event giving rise to liability, unless the Order provides otherwise.

7.3. The Provider is not liable for lost profit, indirect damages, or for consequences of decisions taken by the Customer on the basis of Service output without human review.

7.4. These limitations do not apply to wilful misconduct, breach of confidentiality or breach of personal data legislation.

8. Term, amendments and termination

8.1. The agreement enters into force upon Acceptance and remains in force until the parties have fully performed it.

8.2. The Provider may amend the Offer and the Documents unilaterally by publishing a new version and notifying the Customer at least 30 calendar days before it takes effect.

8.3. The Customer may terminate by giving the Provider at least 15 calendar days' written notice; refunds follow the Payment and Refund Policy.

8.4. Upon termination the Provider deletes or returns the Customer's data within the periods set by the DPA.

9. Governing law and disputes

9.1. The agreement is governed by the law of the Republic of Kazakhstan.

9.2. Disputes are resolved through negotiation. A pre-trial claim procedure is mandatory; the response period is 15 business days.

9.3. Failing agreement, the dispute is referred to the court at the Provider's location, unless the Order provides for another venue or arbitration.

10. Miscellaneous

10.1. The parties recognise the legal force of documents and messages sent from the e-mail addresses stated in the Order, as well as those signed with an electronic digital signature or its analogue.

10.2. Information about the Service published on the website and in marketing materials is informational and does not form part of the agreement.

10.3. Invalidity of a single provision does not invalidate the agreement as a whole.