This English version is a translation provided for convenience. In case of any discrepancy between the English and Russian versions, the Russian version shall prevail.
This Public Agreement (Offer) for the Provision of Services (hereinafter the "Agreement"), in accordance with paragraph 5 of Article 395 of the Civil Code of the Republic of Kazakhstan, constitutes a public proposal (offer) by X2 Retail Limited Liability Partnership, BIN 150440009522, located at: Republic of Kazakhstan, Astana, 29 Kabanbay Batyr Ave., NP 7 (hereinafter the "Company"), to enter into an agreement for the provision of services consisting in granting access to the Company's software intended for the online automation of retail trade (hereinafter the "Product").
This offer is published on the Company's website: x2pos.com and is addressed to individuals engaged in entrepreneurial activity (individual entrepreneurs), to legal entities regardless of their form of ownership, and to other persons engaged in entrepreneurial activity in the Republic of Kazakhstan (hereinafter the "User").
A person wishing to obtain the right to use the Product must complete the registration procedure on the X2pos.com platform (hereinafter the "Platform"). When completing the registration form, the User undertakes to provide reliable, complete and accurate information about itself (about its company).
The terms of the Agreement are established by the Company independently in accordance with the legislation of the Republic of Kazakhstan and are accepted by the User only by acceding to the Agreement as a whole (Acceptance).
If the User's personal data change, the User undertakes to update its registration data in a timely manner. The User undertakes not to mislead the Company and/or the Company's agents as to its identity/name, and not to post personal data of third parties on the Platform without their consent. If the User provides false data, the Company has the right, unilaterally and out of court, to refuse to provide further services to such User without refunding the fee paid by the User.
1. Conclusion of the Agreement
1.1. Acceptance, being the User's consent to enter into the Agreement with the Company for the right to use the Product, shall be the User's payment to the bank details specified in the section "Company Details". The payment procedure is set out in the section "Payment Procedure" of this offer.
1.2. As a result of Acceptance, it is deemed that:
1.2.1. The User has read, agrees with and has irrevocably accepted the terms of the Agreement with the Company in full, without any exceptions or limitations, and undertakes to comply with them or to immediately cease using the Product.
1.2.2. The Acceptance has been received by the Company;
1.2.3. The Agreement is deemed concluded in electronic form in accordance with paragraph 1 of Article 397 of the Civil Code of the Republic of Kazakhstan on the day the User performs the Acceptance; it does not require mandatory signature by both parties or the issuance of invoices, and is valid in electronic form.
1.2.4. The written form of the transaction has been complied with;
1.2.5. The Company warrants that it holds the exclusive rights to use the Product.
2. Subject of the Agreement
2.1. The Company grants the User the right to use the Product, intended for the online automation of retail trade, within the limits established by this Agreement, and the User undertakes to pay the Company the fee established by the Agreement.
2.2. The term of use of the Product corresponds to the selected Plan indicated on the website: x2pos.com. The term of use of the Product begins on the date of activation of the Product. For the purposes of this Agreement, activation of the Product means payment by the Buyer for the use of the Product.
2.3. The Company provides the User with technical support for the Product within the term of use of the Product in accordance with the selected Plan.
2.4. Technical support includes:
2.4.1. Consultations on the initial setup of the Product.
2.4.2. Remote online training of the User or of 1 (one) employee of the User in working with the Product.
2.5. Technical support is provided by the Company Monday to Friday from 10:00 to 19:00 and on Saturday from 11.00 to 17.00 Astana time. Days off: Sunday and public holidays.
2.6. Training in working with the Product includes: no more than 1 (one) academic hour.
2.7. The basis for starting work within technical support is the opening of a request. In the absence of a request, the Company has the right to refuse to provide support. The request must precisely and competently state the questions requiring clarification and describe the problems requiring resolution.
2.8. Requests are opened automatically at the moment they are received on the Company's technical support WhatsApp number indicated on the website. After a request is opened, further communication may take place via WhatsApp, email or telephone. Telephone consultations are limited to 20 (twenty) minutes per day; this time does not accumulate from day to day and is not carried over. If the issue cannot be resolved within this time, the User has the right to obtain an additional paid consultation, the timing and cost of which are determined by the Company.
2.9. Repeat training of the User or of an additional (new) employee of the User is paid for by the User separately at the Company's individual rates, which depend on the nature of the training: remote (online) training or training on-site at the User's location, the distance between the Company's office and the User's location, etc., and is specified in a separate invoice for payment.
2.10. The provision of any other technical support for the Product not specified in this Agreement, or exceeding the established limits in terms of scope and time, is paid for by the User separately for each such instance of support at the Company's individual rates, which depend on the nature of the technical support provided: a visit by the Company's technical specialist to the User outside the city where the Company is present, the distance in kilometers and the scope of the work to be performed, measured in the technical specialist's working hours, and is specified in a separate invoice for payment.
2.11. The Company provides an additional type of technical support only after the User has made 100% payment in accordance with the invoice for payment issued.
3. Payment Procedure
3.1. The amount of payment under this Agreement is determined in accordance with the current Plans published on the Company's website: https://x2pos.com. The price and terms of access, once established, remain in effect until the next change, and also throughout the entire period previously paid for by the User.
3.2. Payment may be made by one of the following methods: bank card, cash, or transfer to a bank account
3.3. The User makes payment in full as a 100% prepayment before access to the Product is granted and technical support for the Product is provided.
3.4. The risk that the use of the Product turns out to be inexpedient is borne by the User. The User's inability to receive the services (through no fault of the Company) or the User's lack of need for technical support does not entail a refund of funds to the User after access to the Product has been granted.
3.5. Once access to the Product has been obtained (activation), the Company is deemed to have rendered the services of granting the rights to use the Product in full.
3.6. The certificate of completed work (services rendered) is issued by the Company both on paper and electronically and is sent to the User, including via the personal account or to the email address specified in the User's registration data.
3.7. Within 5 (five) business days from the provision of the certificate of completed work (services rendered), the User shall either approve and sign the certificate provided, or submit to the Company in writing a reasoned refusal to sign it containing a complete, consistent and exhaustive list of comments (hereinafter the "Reasoned Refusal"). If the certificate of services rendered (completed work) is delivered by the Company by hand, the User undertakes to sign it on the day of receipt from the Company's representative and to return one copy.
3.8. If, within 5 (five) business days from the provision of the certificate of completed work (services rendered) to the User, the Company receives neither a Reasoned Refusal nor a certificate of completed work (services rendered) signed by the User, the services under the Agreement are deemed accepted by the User in full on the 6th (sixth) business day from the provision of the certificate of completed work (services rendered).
3.9. When technical support services for the Product are sold, the date of the turnover from the sale of the services is the last day of the month in which the provision of technical support began.
3.10. The User may not transfer its rights and obligations under this Agreement to third parties.
3.11. The User's payment obligation is deemed fulfilled from the moment the funds are credited to the Company's bank account.
3.12. In the event of early termination of this Agreement, the fee paid is non-refundable.
4. Intellectual Property Rights
4.1. All exclusive rights to the Product belong to the right holder, X2 Retail LLP, and are protected by applicable law. The User receives a non-exclusive right to use the Product to the extent provided for by this Agreement.
4.2. The User undertakes not to transfer the Product or access to the Product to third parties in any way. The User also undertakes to keep unchanged all references to the holder of the exclusive rights contained in the Product or in the accompanying documentation (if any).
4.3. The operating algorithms of the Product and its parts (functions) and its source code (including parts thereof) constitute a trade secret of the right holder. Any use thereof, or use of the Product and/or its parts in breach of the terms of this Agreement, is regarded as an infringement of the right holder's rights and constitutes sufficient grounds for holding the User liable and depriving the User of the right to use the Product.
5. Rights and Obligations of the Parties
5.1. The Company shall:
5.1.1. Ensure the operability of the Product and its technical support (daily, Monday to Friday from 10.00 to 19.00, Saturday from 11.00 to 17.00 (except public holidays and days off) during the term of access to the Product, in accordance with the selected Plan.
5.1.2. Conduct remote (online) training of the User's employees within the time frame additionally agreed by the parties.
5.1.3. Ensure the protection of the User's confidential information and personal data.
5.2. The Company has the right to:
5.2.1. Unilaterally make changes to the composition and functionality of the Product without prior notice to the User, provided that such changes do not prevent the User from using the Product.
5.2.2. Carry out technical maintenance of the website with a temporary suspension of the website's operation.
5.2.3. If the User breaches the terms of use of the Product or transfers the Product to third parties (transfers the rights to use the Product to third parties), cease providing technical support and training services, suspend the personal account and restrict the User's right to use the Product.
5.3. The User has the right to:
5.3.1. Use the Product on the terms of the Agreement around the clock, except during technical maintenance.
5.3.2. Receive technical support for the Product (daily, Monday to Friday from 10.00 to 19.00, Saturday from 11.00 to 17.00 (except public holidays and days off) during the term of access to the Product, in accordance with the selected Plan.
5.3.3. Additionally request a paper certificate of completed work (services rendered) and the sending of an electronic tax invoice to it.
5.4. The User shall:
5.4.1. Pay the Company the fee for the right to use the Product in a timely manner.
5.4.2. Immediately inform the Company of any information it has regarding relevant infringements of the Company's rights as the right holder of the Product.
5.4.3. Keep confidential its identification data used to access the Product.
5.4.4. When using the Product and performing the Agreement, comply with all requirements of the Company set out in the Agreement and in other documents containing provisions on the rules for using the Product, and also comply with other requirements and recommendations of the Company communicated to the User by email or through the personal account, as well as during technical support and training.
5.4.5. In the event of changes in the registration data, a change of location, legal address or bank details, a change of telephone number or email address, or in the event of liquidation or reorganization, notify the Company thereof no later than 5 (five) business days from the date of such changes. Otherwise, the Company shall not be liable for the untimely or improper sending of any correspondence addressed to the User in the course of performance of the Agreement.
6. Confidentiality of Information
6.1. The term "confidential information" includes, without limitation, technical, financial, commercial and other information relating to the activities of the Company and its counterparties that is not publicly available. The Product and other software constitute very valuable property of the Company and contain trade secrets and confidential information belonging to the Company. The User undertakes to maintain full confidentiality with respect to the Product and not to disclose this information, in whole or in part, to any third party whatsoever, except for its own employees who need it to perform their job duties.
6.2. Each Party undertakes not to disclose and/or otherwise provide to third parties the confidential information of the other Party to which it has or may obtain access as a result of and/or in the course of performing this Agreement, without the prior written consent of the other Party, except in cases provided for by the applicable legislation of the Republic of Kazakhstan.
6.3. Information shall not be considered confidential if it is obtained from a publicly available source.
6.4. Confidential information is communicated only to those employees of the Parties who are directly involved in the performance of this Agreement.
6.5. The Parties undertake to ensure the confidentiality and security of the personal data of the Parties' employees that have become available to them as a result of the conclusion and performance of this Agreement.
6.6. A Party that breaches the confidentiality terms shall compensate the other Party for the actual and documented damage caused by such breach, in accordance with the applicable legislation of the Republic of Kazakhstan.
6.7. By accepting the terms of this Agreement (offer), the User, in accordance with Law of the Republic of Kazakhstan No. 4-V dated 21 May 2013 "On Personal Data and Their Protection" (hereinafter the "Law"), the requirements of the Constitution of the Republic of Kazakhstan and other regulatory legal acts of the Republic of Kazakhstan in the field of personal data, confirms that it has read and agrees that the Company has the right to process, store and use personal data, and that it has obtained the written consent of the individuals representing the interests of the User or of the User's authorized persons for interaction under this Agreement to the above actions. This consent is valid throughout the entire term of the Agreement and of the User's use of the Product. The User understands and agrees that, if this consent is withdrawn, it may lose the ability to use the Product.
7. Liability of the Parties
7.1. The User's claims regarding the operability of the Product are accepted by the Company for consideration in writing no later than 3 (three) business days from the moment the disputed situation arises. The Company shall consider claims within no more than 15 (fifteen) business days.
7.2. The Product operates around the clock. The Company shall not be liable for interruptions in the operability of the Product due to power supply problems, problems/failures in the data center or of the Internet, fire, a terrorist act, other force majeure situations or technical faults on the side of the User's equipment, including the operation of the provider supplying the User with network access services.
7.3. The Product and each of its components are provided on an "as is" basis, and the Company does not guarantee that all of its functionality will meet the User's expectations or will be applicable for the User's particular purpose.
7.4. If errors are detected while using the Product, the Company will take measures to correct them. The Parties agree that the exact time frame for eliminating an error cannot be established, since the operability of the Product and its components depends on other computer programs of third-party developers, operating systems and the hardware resources of the User's computer.
7.5. If the User performs actions prohibited by the legislation of the Republic of Kazakhstan or by the provisions of this Agreement, the Company has the right, without giving reasons and without any notice to the User, to take measures to identify such violations and prevent their recurrence.
7.6. All disputes between the Parties shall be resolved through negotiations (the time limit for responding to a pre-trial claim is 10 (ten) business days. If no agreement is reached through negotiations, the dispute shall be heard in court in accordance with the legislation of the Republic of Kazakhstan at the location of the Company.
7.7. The Company shall not be liable for risks in the User's entrepreneurial activity arising from the User's use of the Product. The User carries out its entrepreneurial activity in its own name, at its own risk and under its own property liability.
8. Force Majeure
8.1. Either Party may be released from liability in certain cases that have arisen independently of its will.
8.2. Circumstances caused by events beyond the control of the Parties, which a Party performing its obligations in good faith could not avoid or whose consequences it could not eliminate, are deemed to be cases releasing from liability if they occurred after the conclusion of the Agreement and prevent its full or partial performance.
8.3. The following events are considered force majeure: war, military operations, mass riots, strikes, epidemics, natural disasters, as well as acts of public authorities affecting the performance of the Parties' obligations, and all other similar events and circumstances.
8.4. The Party affected by force majeure shall notify the other Party by registered letter or by any other means available to it immediately after the occurrence of the force majeure circumstances and explain what measures are necessary to eliminate them, but in any case no later than 7 (seven) calendar days after the onset of force majeure.
8.5. If such circumstances continue for more than 2 (two) months, each Party has the right to initiate early termination of this Agreement.
9. Term and Termination of the Agreement
9.1. This Agreement is a public agreement (Article 387, paragraph 1 of the Civil Code of the Republic of Kazakhstan), under which the Company undertakes to provide access to the Product to anyone who has made full payment, which shall constitute Acceptance (acceptance) of the terms of this Agreement.
9.2. This Agreement enters into force upon receipt of payment by the Company and remains in effect for the paid access term in accordance with the selected Plan, and, with respect to mutual settlements, until the Parties have fully performed their obligations.
9.3. In the event of early termination of the Agreement, each Party shall notify the other Party in writing 30 (thirty) calendar days before the actual date of termination. A recalculation of the price may be made only if the Agreement is terminated at the Company's initiative. If the Agreement is terminated at the User's initiative, the amount paid is non-refundable.
9.4. Expiry of the term of the Agreement does not release the Parties from liability for its breach. Termination of the Agreement does not release the Parties from the obligation to fully repay any outstanding debts, if any, for the entire period prior to the termination of this Agreement.
9.5. Termination of the Agreement does not terminate the provisions on confidentiality and on the transfer of rights and of the Product itself by the User to third parties.
10. Miscellaneous
10.1. All communication between the Parties may be conducted by correspondence to the addresses specified in this Agreement and in the User's registration data, by means of email addresses.
10.2. When original documents are sent on paper, proof of dispatch is the postal receipt. When documents are sent by courier service, proof of dispatch is the waybill (forwarding receipt) and the information provided by the courier service, including on its website.
10.3. Duly executed documents transmitted by fax/ electronic/postal communication specified in the Company Details and received from the User's email address specified by the User during registration, or from its responsible and/or contact persons, are accepted by the Parties for guidance for the purpose of implementing the terms of this Agreement until the originals are actually provided.
10.4. The Company and the User hereby confirm that the Agreement has been concluded by the Parties voluntarily, and that the User (the User's representative):
a) has fully read the terms of the offer,
b) fully understands the subject of the offer and of the Agreement,
c) fully understands the meaning and consequences of its actions with respect to the conclusion and performance of the Agreement.
10.5. The invalidity of individual provisions of the Agreement does not entail the invalidity of the Agreement as a whole.
10.6. The Company has the right at any time to change the terms of this offer and/or to withdraw the offer unilaterally without prior agreement with the User, while ensuring the publication of the amended terms at: https://x2pos.com 5 (five) calendar days before they change. If the Company makes changes to the offer, such changes enter into force from the moment the amended text of the offer is posted at: https://x2pos.com, unless a different effective date is additionally specified upon such posting.
10.7. The User agrees and acknowledges that making changes to the offer entails making those changes to the Agreement concluded and in force between the User and the Company, and these changes to the Agreement enter into force simultaneously with such changes to the offer.
11. Company Details
X2 Retail LLP
BIN 150440009522
KBe 17
Location: 010000, Astana, Nura district, 29 Kabanbay Batyr Ave., NP 7
IIK KZ0796503F0010204168
BIC: IRTYKZKA
Astana branch of ForteBank JSC
Director Y.T. Zholdybayev, acting on the basis of the Charter.
Inquiries regarding the terms of this Offer Agreement and technical support are accepted at the email address — hello@x2pos.com
Inquiries regarding payments and document flow are accepted at the email address — hello@x2pos.com
Текст справки.