Public Offer Agreement
On Granting Access to Prometei SoftwareThis Agreement is a public offer and a contract for the provision of paid services by granting access to the Prometei software (hereinafter referred to as the “Agreement”).
The Agreement is deemed concluded from the moment of acceptance by the Customer and fulfilled from the moment access to the Prometei software is granted.
The Agreement is concluded for the purposes of conducting entrepreneurial activities not related to personal, family, household, or similar use.
The Contractor and the Customer may at any time formalize the Agreement on granting access to the Prometei software in the form of a written bilateral document.
1. Terms and Definitions. General Provisions.
1.1 To avoid ambiguity and other misunderstandings in the interpretation of this Agreement, the Parties have agreed that the following terms shall have the meanings defined below:
1.1.1 Acceptance – the Customer’s consent to the terms of this Public Offer proposed by the Contractor and joining the Public Offer by means of acceptance (through payment for access according to the set tariff and/or continuing to use the websites https://prometei.kz and/or https://spartacus.kz, and all their subdomains).
1.1.2 Authentication – establishing the authenticity of users to whom access to the Prometei software is granted through authorization using unique credentials (login and password).
1.1.3 Customer – any legal entity or individual entrepreneur who has accepted the terms and joined this Agreement for the purpose of automating trade processes and further reselling Suppliers’ Goods to third parties not related to personal, family, household, or similar use, through the Prometei software.
1.1.4 Marketplace Integration – the unification of certain functions of the Prometei software with marketplaces for the purpose of managing those marketplaces through the Prometei software.
1.1.5 Contractor – Private Company “Prometei Group Ltd.”, BIN 250540900283, registered in the Astana International Financial Centre, developer of the Prometei software.
1.1.6 Client Software – a set of software components enabling access to resources located on the Contractor’s server.
1.1.7 Personal Account – an informational resource of the software provided to the Customer, access to which is granted through authorization using a unique personal login and password.
1.1.8 Marketplace – an e-commerce platform (online marketplace), providing information about a product or service.
1.1.9 Module – a part of the software that includes a set of system functions aimed at satisfying specific needs of the Customer as described in the module description. A module does not guarantee complete satisfaction of the Customer’s needs.
1.1.10 Control Panel – a part of the software through which the entire software is configured, modules are enabled or disabled, and access payments are made.
1.1.11 Carrier – any legal entity or individual entrepreneur that carries out transportation of the Supplier’s goods to the Customer and/or the recipient of the goods using their own means or third parties.
1.1.12 Access Fee – the monetary amount the Customer undertakes to pay the Contractor for access to the Prometei software in accordance with this Agreement.
1.1.13 Supply – an agreement between the Customer and the Supplier under which the Supplier (seller), being an entrepreneur, undertakes to deliver goods to the Customer (buyer) within a specified period for use in business activities or other non-personal purposes, through the Prometei software.
1.1.14 Supplier – any legal entity or individual entrepreneur selling and delivering goods to Customers through the Prometei software.
1.1.15 Price List – a document that establishes the amount of the access fee depending on the selected tariff plan and any additional modules chosen by the Customer. The Price List is approved by the Contractor and published on the website https://prometei.kz in the Tariffs section.
1.1.16 Prometei Software – a collection of data and commands presented in an objective form, including source code, databases, and other components, as well as any documentation and video training materials, intended for the comprehensive automation of trade and other service-related processes.
1.1.17 Related Services – a set of services provided by the Contractor to the Customer by granting access to the software for a specific period. These services include consulting the Customer on the capabilities of the software and how to use it; handling Customer requests related to software malfunctions; providing the Customer with access to the software for a specified period in accordance with the paid tariff plan and additionally connected modules selected by the Customer.
1.1.18 Tariff Plan – an integral part of the Price List, which includes a description of the functions provided and available to the Customer.
1.1.19 Technical Support – actions carried out by the Contractor within defined limits and volumes to ensure the operation of the software, including information and consulting support regarding the use of the software’s functionality.
1.1.20 Goods – any product not withdrawn from circulation that is intended for sale.
1.1.21 Third Party – any legal or natural person, or individual entrepreneur, who is not a party to this Agreement or to the Supply Agreement.
1.1.22 Accounting Period – a period of time measured in calendar months, in accordance with the tariff plan selected by the Customer.
1.1.23 Service – activity aimed at satisfying the needs of the Customer and Supplier or other persons, the results of which have no tangible form.
1.2 Terms not defined in this section may be interpreted based on the context of this Agreement. In the absence of an unambiguous interpretation in the text of this Agreement, the terminology shall be interpreted first according to the legislation of the Republic of Kazakhstan, and second according to generally accepted usage.
1.3 This Agreement, in accordance with Article 395 of the Civil Code of the Republic of Kazakhstan, is a public offer, full and unconditional acceptance of which, in accordance with Article 396 of the Civil Code of the Republic of Kazakhstan, is considered to occur when the Partner performs conclusive actions – payment for access to the Prometei software and/or agreement to use the Prometei software by ticking the “familiarized and agree” checkbox in the personal account.
1.4 This Agreement, in accordance with Article 683 of the Civil Code of the Republic of Kazakhstan, is a contract for the provision of paid consulting and informational services granting access to the Prometei software.
2. Subject of the Agreement2.1 The Contractor, being the developer, owner, and holder of exclusive rights to the Prometei software, grants the Customer the right to access the software under the terms of this Agreement for a fee specified herein and in the Price List.
2.2 Access to the software is provided via web browsers or other programs using web protocols.
2.3 The Contractor guarantees that it possesses the necessary rights to execute the Agreement. The Customer acknowledges and agrees that the software and all related materials contain confidential information. Neither the Customer nor any persons acting on their behalf shall copy or modify the software; create derivative programs; attempt to access the software’s code; or perform any other actions without the Contractor’s consent that would violate the Contractor’s rights.
2.4 All terms of this Agreement apply equally to the Prometei software as a whole and to its individual components, including any updates.
2.5 By agreeing to the terms and accepting this Agreement through the acquisition of access credentials (login and password), the Customer (or their representative, including an individual duly authorized to conclude the Agreement on behalf of the Customer) represents and warrants to the Contractor that:
2.5.1 The Customer and its representative have provided accurate data identifying them during registration and for the purpose of generating payment documents;
2.5.2 the Customer voluntarily enters into the Agreement, having fully read, understood, and accepted the terms and consequences of entering into and performing under this Agreement;
2.5.3 the Customer and its representative have all necessary rights and authority to conclude and perform this Agreement.
3. Copyrights and Trademarks
3.1 The Software is the result of intellectual activity and an object of copyright (computer program), which is governed and protected by the legislation of the Republic of Kazakhstan and the norms of international law.
3.2 The Program's operation algorithms and source code (including parts thereof) constitute the Contractor’s trade secret. Any actions with respect to the Program not explicitly stated in this Agreement as lawful and not violating the Contractor's rights are considered by the Parties to be unlawful and are deemed a violation of the Contractor's rights, which is sufficient grounds for termination of this Agreement and the submission of claims aimed at protecting the Contractor's infringed rights.
3.3 The Contractor guarantees that it possesses all necessary rights to the software, including documentation, required for granting access to the Customer.
3.4 Liability for infringement of the Contractor’s copyrights to the software shall be determined in accordance with the applicable legislation of the Republic of Kazakhstan.
4. Rights and Obligations of the Parties
4.1 The Contractor shall:4.1.1 Grant the Customer access to the software by registering in the Program and assigning a unique login and password for entry, followed by the creation of a separate account for interacting with the software through the Customer’s personal account.
4.1.2 To improve the quality of access provision, update the current version of the software free of charge during the term of the Agreement, notifying the Customer by available means. This condition regarding free updates does not apply to the development of new functional components. Access to new functional components will be granted after an update and for an additional fee as specified in this Agreement.
4.1.3 Ensure 98% software availability, allowing for possible technical interruptions as defined in the technical maintenance schedule.
4.1.4 Ensure the confidentiality of data transmitted by the Customer to the Contractor.
4.1.5 Ensure the confidentiality of personal data transmitted by the Customer to the Contractor.
4.2 The Contractor has the right to:4.2.1 Block access to the software if payment from the Customer for the current billing period has not been received.
4.2.2 Unilaterally change the Tariff Plan and the conditions of service provision, notifying the Customer at least one calendar month in advance.
4.2.3 Unconditionally block the Customer’s access to the software if it is used for unlawful purposes or in a manner that infringes upon the rights of third parties.
4.2.4 Use anonymized data obtained from the Customer for consolidation, analysis, marketing, and other research purposes by any means permitted by law.
4.2.5 Use the Customer’s logo, trade name, and other identifiers to display information within the software indicating cooperation between the Customer and the Contractor.
4.3 The Customer shall:4.3.1 Pay for access to the software under the terms of this Agreement and the Tariff Plan available at https://prometei.kz.
4.3.2 Strictly comply with the terms of this Agreement and maintain confidentiality of commercial, technical, and personal data received during cooperation with the Contractor.
4.3.3 Not use the software for illegal purposes or in a way that infringes on the rights of third parties.
4.3.4 Adhere to the parameters of the selected Tariff Plan.
4.3.5 Confirm that consent to process and transfer personal data to the Contractor has been obtained from all relevant parties in accordance with applicable law.
4.3.6 If not yet registered as an individual entrepreneur, register as such within 10 calendar days with the competent authorities.
4.4 The Customer has the right to:4.4.1 Select one of the Tariff Plans and additional modules offered by the Contractor.
4.4.2 Use the granted access to the software in accordance with its intended purpose.
4.4.3 Receive support from the Contractor in setting up software access.
4.4.4 Receive consultations from the Contractor on the capabilities and use of the software.
4.4.5 Request the correction of errors in the software by the Contractor.
4.4.6 Receive informational newsletters and notifications related to the functioning of the software.
5. Terms and Payment Procedure
5.1 The service fee for granting access to the software shall be paid by the Customer on a 100% prepayment basis.
5.2 The amount payable depends on the Tariff Plan selected by the Customer. The cost of the Tariff Plan is indicative.
5.3 The moment access to the software is granted shall be considered the moment the service of providing access to Prometei software has been rendered.
5.4 The moment of payment by the Customer is deemed to be the date on which funds are credited to the Contractor’s bank account. Payments are made in Kazakhstani tenge.
5.5 The Customer is entitled to cancel the service of access to the software paid under the selected Tariff Plan within 14 (fourteen) calendar days from the date of payment by submitting a written request to cancel the service.
5.6 If the service is canceled within 14 (fourteen) calendar days from the date of payment at the Customer’s initiative, the Contractor shall withhold 30 (thirty) percent of the paid amount, and return the remaining sum within 10 (ten) banking days.
5.7 If the service is canceled after 14 (fourteen) calendar days from the date of payment, the amount paid under the Tariff Plan is non-refundable.
5.8 A Service Acceptance Certificate shall be sent to the Customer's email address.
5.9 The Customer shall, within 5 calendar days, sign the Service Acceptance Certificate (sent by email) by signing the original document in two (2) counterparts.
5.10 In the absence of a substantiated refusal to sign the Service Acceptance Certificate within 5 calendar days from the date it was sent to the Customer’s email, the service shall be considered accepted by the Customer without any objections.
5.11 Upon the Customer’s request sent to the Contractor’s email address, the Contractor shall send the original Service Acceptance Certificate by post, with postal expenses charged to the Customer. These expenses shall be debited from the Customer's account balance on the day of shipment, provided the Contractor sends copies of the shipping documents to the Customer’s email.
6. Terms of Ordering, Supplying, and Transporting Goods via the Prometei Software
6.1 The Customer, through the Prometei software, places orders for Goods at the price and within the delivery timeframes specified by the Supplier in the Prometei software. The Supplier delivers (supplies) the Goods to the address specified by the Customer, and the Customer undertakes to pay the Supplier for the Goods and Services.
6.2 The basis for the Supplier to sell Goods to the Customer is the placement of an order by the Customer through the Prometei software.
6.3 The Customer or the Supplier, via the Prometei software, places an order with the Carrier for the transportation (delivery) of Goods at the price and within the delivery timeframe specified in the Prometei software. The Carrier, on behalf of the Supplier or Customer, shall transport the Supplier's goods and/or cargo to the Customer and/or the recipient of the goods and/or cargo, using their own means or involving third parties, via the Prometei software. The Customer or Supplier shall pay the Carrier for the transportation (delivery, shipment, logistics) services.
6.4 The basis for the transportation (delivery, shipment, logistics) of Goods by the Carrier to the Customer and/or the recipient of the goods and/or cargo is the placement of a transportation order by the Customer or Supplier via the Prometei software.
7. Term of the Agreement, Procedure for Amendment, Termination, and Expiration
7.1 The Agreement is considered concluded upon payment for access to the software.
7.2 Confirmation of service provision is the Customer's registration in the Program, assignment of a unique login, and issuance of a password to log in, followed by the creation of a separate account for interaction with the Program through the Customer's personal account.
7.3 This Agreement is effective from the moment the funds are received and remains in force for one year.
7.4 In the event of a material breach of this Agreement by the Customer, the Contractor shall have the right to unilaterally terminate this Agreement, specifying the material breach, by notifying the Customer no less than 30 calendar days prior to termination.
7.5 In the event of a material breach of this Agreement by the Contractor, the Customer shall have the right to unilaterally terminate this Agreement, specifying the material breach, by notifying the Contractor no less than 30 calendar days prior to termination.
7.6 The Contractor shall have the right to make any amendments and additions to this Agreement unilaterally, with mandatory notice to the Customer by publishing a corresponding notice on the Contractor’s website. By accepting such amendments and additions, the Customer agrees to receive access to the software under the amended or supplemented terms.
8. Liability of the Parties. Limitation of Liability
8.1 The Parties shall be liable for non-performance or improper performance of their obligations under this Agreement in accordance with the applicable legislation of the Republic of Kazakhstan.
8.2 The Parties understand that the basis of the Prometei Software is software, and the Contractor makes no express or implied warranties that the Prometei Software will meet the Customer’s requirements or expectations, or be suitable for the Customer’s purposes and goals. Access to the Prometei Software is provided in accordance with the internationally recognized “As Is” principle. The Customer uses the Prometei Software at their own risk. The Contractor does not bear responsibility for the software’s compliance with the Customer’s intended use or financial expectations.
8.3 The Contractor is not liable for any actions of the Customer related to the use of the Prometei Software, including any unjustified expectations or failure to achieve anticipated business or other results.
8.4 The Contractor is not liable to the Customer for any damage arising from the loss and/or disclosure of access credentials to the software.
8.5 The Contractor provides basic information security for the Customer's data to the extent defined by standard practices and applicable legislation. By unconditionally agreeing to this Agreement, the Customer, represented by an authorized person who has the right to represent the Customer's interests and issue binding instructions, confirms that they have obtained consent from all concerned individuals for the transfer of their personal data to the Contractor.
8.6 The Contractor shall not be held responsible for delays or service interruptions caused directly or indirectly by factors beyond its reasonable control.
8.7 The Contractor is not responsible for the quality of third-party services required for the operation of the software, if such services are organized independently of the Contractor.
8.8 The Customer agrees that no software is free of errors.
8.9 The Customer bears sole responsibility for the security and confidentiality of their login credentials (logins, passwords). All actions performed using the Customer’s credentials shall be deemed actions of the Customer. The Customer is fully responsible to third parties for all actions carried out using their credentials. The Contractor is not responsible for unauthorized use of the Customer’s credentials by third parties.
8.10 The Contractor is not liable to the Customer or the Supplier for the transportation and delivery of orders.
8.11 The Contractor is not responsible for the content, condition, or integrity of the Goods.
8.12 The Contractor bears no liability for any disputes arising between the Customer, the Supplier, and the Carrier. Mutual liability between the Customer, Supplier, and Carrier shall be determined according to business customs. In the event of erroneous delivery of Goods due to the fault of the Customer, Supplier, or Carrier—including when the Customer provides incorrect data—the Supplier and Carrier shall resolve any disagreements with the Customer independently.
9. Confidentiality
9.1 The purpose of this section is to protect the information disclosed by the Parties to each other during cooperation under this Agreement.
9.2 Information protection is carried out in accordance with the provisions of the Privacy Policy developed by the Contractor for these purposes. The Privacy Policy constitutes Annex No. 1 to this Agreement and is an integral part thereof. By accepting the terms of this Agreement, the Customer automatically and unconditionally accepts the terms of the Privacy Policy.
9.3 The Parties agree that all information exchanged in connection with the execution of this Agreement, as well as information about the Agreement itself and related proposals, shall be considered confidential (and, to the extent permitted by the laws of the Republic of Kazakhstan, a trade secret), unless otherwise provided by the Agreement or its annexes.
9.4 Each Party receiving confidential information (“Receiving Party”) from the other Party (“Disclosing Party”) may not disclose such confidential information to any third party without the explicit permission of the Disclosing Party and must take all reasonable measures to protect the confidential information, including measures it uses to protect its own confidential or trade secret information.
9.5 The Receiving Party agrees to use the disclosed confidential information solely for the purposes of executing this Agreement.
9.6 The Receiving Party agrees to limit access to confidential information exclusively to its employees directly involved in the performance of this Agreement.
9.7 The obligations under this section do not apply to the following information:
9.7.1Information that becomes publicly known without the Receiving Party’s fault, subject to proper evidence;
9.7.2Information obtained from third parties without any confidentiality obligation;
9.7.3Information disclosure required by applicable law. Such information may only be disclosed to authorized government bodies in accordance with the procedures established by law.
9.8 Disclosure of confidential information to third parties is not deemed a breach if there is written consent from the other Party.
9.9 For each breach of the confidentiality obligations under this Agreement, the Receiving Party shall reimburse all and any losses incurred as a result of such breach.
9.10 The confidentiality obligations set forth in this Agreement shall remain in force for 3 (three) years from the moment the confidential information is disclosed.
9.11 The Contractor has the right to aggregate, systematize, and analyze anonymized information received from the Customer, including confidential data, for the purpose of generating various types of informational and analytical reports and databases. The Contractor guarantees the non-disclosure and preservation of the confidential information contained in such reports and databases in accordance with this Agreement and applicable law. The Contractor shall own all exclusive rights to such reports and databases as protectable intellectual property objects.
10. Personal Data
10.1 The Customer, acting as a personal data operator, commissions the Contractor, as the personal data processor, to process the following personal data: personal data not classified as special or biometric – last name, first name, patronymic (if applicable), and Individual Identification Number (IIN) of the concerned individuals.
10.2 While processing personal data transferred by the Customer, the Contractor undertakes to comply with the following principles:
10.2.1 Personal data must be processed lawfully and fairly;
10.2.2 Personal data must be processed solely to achieve specific and legitimate purposes;
10.2.3 Personal data must be stored in a form that allows identification of the data subject for no longer than is necessary for the purpose of processing.
10.3 The Contractor shall store information about the Customer during the period of access provision and until a request is made by the Customer or its representative to delete such data.
10.4 The Contractor stores the personal data of the Customer and its employees. The Customer guarantees that it has obtained consent from its employees to transfer their personal data to the Contractor.
10.5 The Contractor stores the personal data of Customers, Suppliers, and Carriers within the scope of their participation in the loyalty system. The Customer guarantees that users are registered in the loyalty system only upon obtaining their consent for personal data processing.
10.6 The Contractor, acting as a personal data processor on behalf of the Customer, is not obligated to obtain the consent of the Customer’s employees to process their personal data. By unconditionally accepting the terms of this Agreement, the Customer confirms that it has obtained prior consent from its employees to transfer their personal data to the Contractor.
10.7 The Customer shall bear sole responsibility for any claims from its employees whose personal data is processed by the Contractor on the Customer’s behalf.
11. Dispute Resolution
11.1 In the event of any disagreements arising during the execution of this Agreement or in connection with it, the Parties shall make every effort to resolve such disputes through negotiations.
11.2 A pre-trial (claim) procedure for dispute resolution is mandatory for the Parties. The period for reviewing a claim shall be 10 calendar days from the date of its receipt.
11.3 If no agreement is reached, the dispute shall be submitted to the Specialized Interdistrict Economic Court of the city of Astana for resolution.
11.4 The applicable law governing this Agreement shall be the law of the Republic of Kazakhstan.
12. Final Provisions
12.1 The addresses used for the exchange of documentation necessary for the execution of this Agreement are:
12.1.1 the email address provided by the Customer during registration;
12.1.2 the Contractor’s email address: service.prometei@gmail.com;
12.1.3 All legally significant notices and documents shall be sent exclusively to the addresses specified by the Parties. The Customer shall be solely responsible for not receiving any messages from the Contractor in the event the email address was entered incorrectly or changed without notifying the Contractor of the new email address.
12.2 The addresses accepted by the Parties as proper for the delivery of legally significant notices, notifications, and other documents related to or arising from this Agreement shall include both those specified in this Agreement and the addresses listed in the unified state register of legal entities and individual entrepreneurs, indicated by such parties as their legal address.
12.3 The risk of not receiving a legally significant notice lies with the Party that provided an incorrect address. Any document related to this Agreement shall be deemed received even if the receiving Party did not actually receive it due to circumstances within its control.
12.4 For all matters not covered by this Agreement, the Parties shall be governed by the applicable legislation of the Republic of Kazakhstan.
12.5 Annexes to this Agreement:
12.5.1 Annex No. 1 – “Privacy Policy”
13. Contractor’s Details
Private Company “Prometei Group Ltd.”
Registered in the Astana International Financial Centre
Legal address: Republic of Kazakhstan, postal code Z05X2E2, Astana city, Yesil district, Hussein bin Talal street, building 41, apartment 308
Actual address: Republic of Kazakhstan, postal code Z05X2E2, Astana city, Yesil district, Hussein bin Talal street, building 41, apartment 308
BIN: 250540900283
Bank: JSC “Halyk Bank of Kazakhstan”
IBAN (KZT): KZ28601A861059648091
IBAN (USD): KZ49601A861059648101
BIC: HSBKKZKX
Phone: +7 700 420 1717
Email: service.prometei@gmail.com