Development Agreement

Public Contract Offer for the Creation of a Chatbot on the Metabot Platform

1. General Provisions

1.1. This Contract-Offer (hereinafter referred to as the Offer or Contract) is an official proposal (public offer) of LLC NPO “Metarex”, represented by the General Director Yuri Nikolaevich Garashko, acting on the basis of the Charter, (hereinafter referred to as the “Contractor”) to any person (hereinafter – the “Customer”) who accepts this offer on the terms specified below.

1.2. In accordance with paragraph 2 of Article 437 of the Civil Code of the Russian Federation (RF Civil Code), if the conditions set out below are accepted and services are paid for, the legal or natural person accepting this Offer becomes the Customer (in accordance with paragraph 3 of Article 438 of the Civil Code, acceptance of the Offer is equivalent to concluding a contract on the terms set out in the Offer).

1.3. Acceptance of the offer is the fact of the Customer’s payment of the bill provided by the Contractor.

1.4. “Brief for creating a chatbot” (hereinafter Appendix No. 1) and Functional requirements for the chatbot (hereinafter Appendix No. 2) are mandatory appendices to the Contract-offer.

1.5. This Offer, Appendices to this Offer, and the Price List are official documents and are published on the website

1.6. The Contractor has the right to change the Price List, the terms of this public Offer at any time, ensuring the publication of the changed terms on the website, no less than one day before their entry into force, while these changes do not apply to previously concluded contracts.

2. Terms and Definitions

2.1. “Chatbot” is a program that simulates a real dialogue with the user, consisting of program code, graphics, and content, made in formats applicable in development and accessible via the Internet.

2.2. “Brief for creating a chatbot” is a preliminary document filled out by the Customer in the form of a questionnaire.

2.3. Functional requirements are a document agreed upon by the Parties containing the main requirements for the creation of a chatbot.

3. Subject of the Contract-Offer

3.1. The Customer provides the Contractor with a completed Appendix No.1. Based on Appendix No.1, the Customer together with the Contractor form and agree on Appendix No.2.

3.2. The Contractor creates a chatbot in accordance with the Appendix No.2 approved by the Customer (hereinafter “Work”) and transfers the result of the work to the Customer, and the Customer undertakes to accept the result of the Work and pay for it.

4. Rights and Obligations of the Parties

4.1. The Contractor undertakes to create a chatbot for the Customer according to the task, in accordance with Appendix No. 2 approved by the Customer, and to transfer the result to the Customer, and the Customer undertakes to accept and pay for the result of the Work.

4.2. The Contractor creates the chatbot by his own efforts, or with the involvement of subcontractors.

4.3. The Contractor undertakes to publish the ready chatbot of the Customer on the Metabot24 platform and to provide the Customer with access to the user’s personal account.

4.4. The Work is considered completed after the transfer of the results of the Work to the Customer and the signing of the Acceptance Certificate of the Work.

4.5. Rights to the created product (algorithms describing the behavior of the chatbot and the related content) in the volume stipulated in clause 4.6.2 of this offer, pass to the Customer after signing the Acceptance Certificate of the Work.

4.6. The Contractor undertakes:

4.6.1. To perform the Work with due quality, observing the deadlines agreed in Appendix No. 2 to this Offer.

4.6.2. After signing the Acceptance Certificate of the work, transfer to the Customer the following volume of rights to the performed Work: Non-exclusive copyright to use the Work, namely: distribute the chatbot via the Internet and digital networks by any means (right to distribute); communicate the chatbot to the public by cable, wires or other similar means (right to communicate to the public by cable); communicate the chatbot via the Internet in such a way that any person can have access to it in interactive mode from anywhere and at any time of their choice (right to make it available to the public); right to make changes during operation;

4.6.3. Exclusive property and personal non-property copyright to the program texts of source elements and object code belong to the Contractor, while the Contractor grants the Customer the right to use the texts of source elements for the functioning of the chatbot.

4.7. The Contractor has the right not to transfer the results of the Work until full payment is received.

4.8. The Customer undertakes:

4.8.1. To provide the Contractor with all necessary information to perform the Work, fill out and provide the Contractor with Appendix No.1, and also jointly with the Customer to develop and agree on Functional requirements (Appendix No.2).

4.8.2. Upon request of the Contractor within 1 day, carry out intermediate and final testing of the chatbot and provide a list of necessary changes.

4.8.3. To pay for the Work of the Contractor in the amount and terms specified in this Contract.

4.8.4. The Customer has the right to check the progress and quality of the Work performed by the Contractor, without interfering with his activities.

5. Payment Amount and Procedure

5.1. The cost of the Contractor’s Work is calculated based on the volume of work agreed in Appendix No. 2 and the current Price List of the Contractor.

5.2. Payment for the Contractor’s Work is made on the basis of the invoice issued by the Contractor.

5.3. The invoice is valid for 5 working days after its issuance.

5.4. The Customer pays the Contractor at least 50% of the cost of work as a prepayment within 3 days after the signing of Appendix No. 2. The remaining amount is paid by the Customer within 5 days after the signing of the Acceptance Certificate of the Work.

5.5. Settlements are considered made after the funds are credited to the Contractor’s account.

6. Liability of the Parties

6.1. The liability of the parties for obligations arising from this Contract is regulated by the legislation of the Russian Federation.

6.2. The Customer is responsible for the accuracy of the information posted in the Appendices and its compliance with the legislation of the Russian Federation.

6.3. In case of late payment, the Contractor has the right at its discretion:

6.3.1. Recalculate the contract amount based on the current Price List;

6.3.2. Extend the time for performing the Work corresponding to the delay.

6.4. Claims related to the deficiencies of the completed Work can be made by the Customer when accepting the completed Work or during the execution of the Work, or if it is impossible to detect deficiencies when accepting the completed Work, within 30 (thirty) days from the date of signing the Acceptance Certificate of the Work.

6.5. In case the Customer detects deficiencies in the completed Work, the Customer has the right, provided that the terms specified in clause 5.4 are observed, to demand the elimination of deficiencies in the completed Work free of charge within 15 (fifteen) working days from the date of submitting a written claim by the Customer.

7. Timeframe and Procedure for Completing Work. Contract Duration

7.1. The creation of the chatbot starts on the next day after receiving the advance payment to the Contractor’s account provided that the contract is concluded and the functional requirements for creating the chatbot are agreed and signed by the parties. In case of receiving prepayment before the end of the contract approval, the creation of the chatbot starts on the next day after the approval is completed.

7.2. In the event that the creation of a chatbot reveals the need to develop additional functions not specified in Appendix No. 2 and requiring significant expenses, the parties agree and sign an Additional Agreement to the Contract, in which they specify the necessary volume of chatbot modifications and the cost of additional services for development.

7.3. The timeline for creating the chatbot is established in Appendix No. 2.

7.4. The Contractor has the right to complete the Work ahead of schedule.

7.5. The procedure for submitting the Work:

7.5.1. The Contractor sends the signed Acceptance Certificates to the Customer’s email, specified in the Contract, on the day of completion of the work or the next working day.

7.5.2. The Customer is obliged to return the signed Acceptance Certificates to the Contractor within 5 (five) working days, starting from the day of receipt of the Act, or to send a written reasoned refusal to accept the Work to the Contractor. In case of non-presentation of the signed Act or a written reasoned refusal, the Work is considered accepted. The signed certificates or a reasoned refusal are sent by the Customer to the email specified in the Contract.

7.5.3. Upon the Customer’s request, the Contractor sends the original Acceptance Certificates to the Contractor’s postal address, specified in Appendix No. 2.

7.6. This Contract is effective until the Parties fully fulfill the obligations they have undertaken.

8. Procedure for Settling Disputes

8.1. Disputes and disagreements that may arise during the performance of this Contract will be resolved, if possible, through negotiations between the parties. In case it is impossible to resolve disputes through negotiations, provided that the claim procedure is followed, the parties refer them to the Arbitration Court for consideration.

9. Final Provisions

9.1. Any changes and additions to this Contract are valid only if they are made in writing and signed by authorized representatives of the parties. Appendices to this Contract form an integral part of it.

9.2. All subsequent work on creating a chatbot is formalized by the parties in the form of an Appendix to the Contract and forms an integral part of the Contract.

9.3. This Contract is drawn up in two copies in English. Both copies are identical and have equal legal force. Each party keeps one copy of this Contract.

10. Contractor’s Address and Details:

LLC NPO “Metarex”
Division “Metabot”
Legal and mailing address: 356630, Stavropol region, Ipatovo, Gagarin street, 47/1
OGRN 1082643000330
INN/KPP 2608011560/260801001
R/s 40702810660160000474
in STAVROPOLSKOE Otdelenie No. 5230 PAO BANK G Stavropol
K/s 30101810907020000615‬
BIK ‪040702615‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬
phone +7-906-468-83-42