SYNTERRA contracts and public offer in Kazakhstan

PUBLIC OFFER

for conclusion of a fee-based services agreement
(licensing of the SYNTERRA PLATFORM software)

SYNTERRA, acting in accordance with the legislation of the Republic of Kazakhstan (hereinafter, the "Provider"), hereby publishes this Public Offer addressed to an unlimited number of persons for conclusion of a fee-based services agreement and grant of a non-exclusive license to the SYNTERRA software (ERP, POS, CRM, Vision Pro 360°, Call Center Pro and other modules).

This Public Offer constitutes an official proposal (Article 395 of the Civil Code of the Republic of Kazakhstan). The performance of the actions specified in the section "Acceptance of the Offer" shall be deemed full and unconditional acceptance of all terms of this Offer.

1. TERMS AND DEFINITIONS

1.1. SYNTERRA Platform means a software suite that includes warehouse accounting, sales, accounting, production, POS terminals, CRM modules, Vision Pro 360°, Call Center Pro, analytical and integration modules, available at https://synterra.kz and provided via a cloud and/or local server.

1.2. User means any individual or legal entity that has accepted the terms of the Offer and uses the Platform.

1.3. License means a non-exclusive right to use the SYNTERRA Platform within the functionality paid for by the User.

1.4. Services means technical support, updates, cloud access, integrations, Vision Pro 360° analytics, POS terminal setup and other services.

1.5. Acceptance means payment for the Services by any available method, registration in the system, installation of the software, entering the license key or actual use of the Platform.

1.6. This Offer is primarily intended for legal entities and individual entrepreneurs (B2B segment) and does not govern relationships for retail sale of goods/services to individuals as consumers, unless expressly provided otherwise in a separate agreement.

2. SUBJECT OF THE AGREEMENT

2.1. The Provider grants the User a non-exclusive right to use the SYNTERRA Platform and provides technical support and related services (the "Services") in the scope defined by the selected tariff and/or an individual agreement.

2.2. The License is granted solely on the terms of this Offer. Any other terms not agreed in writing by the Parties shall be deemed invalid to the extent that they contradict this Offer.

2.3. The Provider retains exclusive rights to the Platform, source code, design, database, interfaces and algorithms unless otherwise expressly provided in a separate agreement with the User.

2.4. The specific set of Platform modules, scope of the Services and timeframes for their provision may be defined by tariffs on the website, invoices, acts or additional agreements between the Parties.

2.5. The Platform is provided for use within the territory of the Republic of Kazakhstan; remote access from other countries is allowed to the extent necessary for the User to work with data hosted in the Provider’s infrastructure.

3. LICENSE AND ACCESS PROCEDURE

3.1. The User gains access to the Platform after:

• registering in the system;
• entering the License;
• paying for the Services (if required by the tariff).

3.2. The License is valid only for one specific User (company). Transfer of the License to third parties is prohibited.

3.3. The User is prohibited from:

• interfering with the operation of the Platform;
• changing the date and system settings of the server/PC in order to bypass the License;
• copying, decompiling, modifying or cloning the database;
• installing the Platform on more than one device/server without the Provider’s consent.

3.4. If duplicate Licenses are detected, the system automatically blocks access.

3.5. The User may not transfer, sell, assign, lease, sublicense or otherwise dispose of the License or access to the Platform to third parties, except where expressly agreed with the Provider in writing.

3.6. Rights to results of improvements, customisations and integrations of the Platform performed by the Provider under separate agreements shall be determined by such agreements and their appendices. In the absence of special conditions, exclusive rights to such results belong to the Provider.

4. FEES AND PAYMENT PROCEDURE

4.1. Prices for Licenses and Services are published on the website synterra.kz and may be changed unilaterally.

4.2. Payment is made by bank transfer or other methods specified on the website.

4.3. Payment constitutes full acceptance of the terms of this Offer.

4.4. Payments are non-refundable, except in cases directly provided for by the legislation of the Republic of Kazakhstan.

4.5. All invoices are issued exclusively by LLP "Richman Group". The Provider is not liable if the User, due to their own error, makes a payment to third parties.

4.6. The term of the License and/or Services (month, year, etc.) is specified in the selected tariff, invoice, act or other document of the Provider.

4.7. If the tariff provides for automatic renewal, the License and Services are extended for the next billing period upon timely payment. If the User wishes to discontinue use of the Platform, the User must notify the Provider in advance through official communication channels.

4.8. If tariffs and/or payment procedures change, the Provider publishes updated information on the website and, where possible, informs current Users using their contact details at least 10 (ten) calendar days before such changes take effect. Continued use of the Platform after the changes take effect is deemed acceptance by the User of the updated terms.

5. TECHNICAL SUPPORT AND UPDATES

5.1. Support is provided via Telegram: @synterra_support, by phone: +7 771 755 90 55, and by e‑mail: sales@synterra.kz.

5.2. The Provider may release updates, bug fixes, improvements and new modules. Availability of updates is determined by the tariff.

5.3. The Provider may temporarily limit the operation of the Platform in order to perform technical works.

5.4. The operating hours of the support service, indicative response times and incident resolution times are determined by the SLA of the relevant tariff or a separate agreement. If no separate SLA is in place, the Provider delivers support within a reasonable time during business hours.

5.5. The Provider does not guarantee absolutely uninterrupted operation of the Platform 24/7 and is not liable for short planned or emergency downtimes, provided that reasonable measures are taken to minimise them and restore operability.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The Provider undertakes to:

• ensure the operability of the Platform in accordance with the SLA of the tariff;
• provide access to the License;
• ensure protection of the User’s data.

6.2. The Provider has the right to:

• change the functionality of the Platform;
• introduce new types of Licenses;
• block the User in case of violation of the terms of the Offer;
• terminate access without refund if piracy, hacking or circumvention of the protection system is detected.

6.3. The User undertakes to:

• use the Platform only in lawful ways;
• comply with the terms of the License;
• prevent third parties from gaining access to the Platform.

7. LIABILITY

7.1. The Provider is not liable for:

• improper operation of the User’s equipment;
• failures in Internet performance;
• loss of data resulting from actions of the User;
• losses caused by improper operation of the Platform by the User.

7.2. All issues of liability are governed by the Civil Code of the Republic of Kazakhstan.

7.3. The aggregate liability of the Provider under this Offer in any case is limited to the amount of remuneration actually received by the Provider from the User for the last three (3) calendar months of use of the Platform, unless otherwise directly provided by mandatory norms of the legislation of the Republic of Kazakhstan.

7.4. The Parties are released from liability for partial or full non-performance of obligations under this Offer if such non-performance results from force majeure circumstances as provided by the legislation of the Republic of Kazakhstan, including but not limited to natural disasters, military actions, acts of state authorities, failures of backbone communication lines, data centre accidents and other events beyond the reasonable control of the Parties.

8. CONFIDENTIALITY AND DATA

8.1. The Provider processes personal data in accordance with the Law of the Republic of Kazakhstan "On Personal Data and Their Protection".

8.2. The User gives consent to the processing of data upon accepting this Offer.

8.3. In relationships involving personal data, the User generally acts as the party that determines the purposes and scope of processing (owner/operator of the personal data database), and the Provider acts as the party processing personal data on behalf of the User, unless otherwise follows from the nature of specific Services or is set out separately.

8.4. Where necessary, the Parties conclude a separate personal data processing agreement and/or apply the Privacy Policy published on the Provider’s website. In matters specifically governing personal data processing, the provisions of such Privacy Policy may prevail over the general provisions of this Offer.

9. TERM, AMENDMENTS AND TERMINATION

9.1. This Offer is valid for an indefinite period until revoked by the Provider.

9.2. Amendments take effect from the moment they are published on the website.

9.3. The User has no right to demand a refund for a period already used.

9.4. Material changes to the terms of the Offer include changes that affect the amount of remuneration, scope of rights under the License or the procedure for processing personal data. Where possible, such changes are communicated to Users via notices in the Platform interface and/or via their contact details.

9.5. The User may stop using the Platform and withdraw from further application of the Offer by sending a notice to the Provider via official communication channels. Unless otherwise agreed by the Parties, access remains available until the end of the already paid period.

9.6. After termination of the Offer, the User is solely responsible for exporting and preserving their data. By separate agreement, the Provider may deliver data export or migration services on a paid basis.

10. DISPUTE RESOLUTION

10.1. Disputes are resolved through negotiations.

10.2. If no agreement is reached, disputes are resolved in court at the location of the Provider.

11. PROVIDER DETAILS

Provider: SYNTERRA

Phone: +7 771 755 90 55

E‑mail: sales@synterra.kz

Website: https://synterra.kz

12. LANGUAGE OF THE OFFER AND PRIORITY OF VERSIONS

12.1. This Offer is drafted in Russian. Translations of the Offer into Kazakh and other languages may be provided for convenience of Users.

12.2. In the event of any discrepancies between the Russian-language version of this Offer and its translations, including the Kazakh version, the Russian-language text shall prevail.

12.3. In accordance with Articles 5 and 8 of the Law of the Republic of Kazakhstan "On Languages in the Republic of Kazakhstan", the Russian language is officially used along with the state language. To ensure consistent legal interpretation, the Russian-language version of this document has priority, which does not limit the use of the Kazakh language and does not diminish its status.