Public Contract - Offer

Of the legal entity Umai CRM LLC (hereinafter - the «Contractor»)
This public offer (hereinafter - the «Offer») is an agreement concluded between the Contractor and a user of the CRM system - an individual or a legal entity (hereinafter - the «Customer») - and sets out the terms on which access to the functionality of the CRM system is granted under a subscription model.

1. Website details

   Official website of the Contractor: https://sezimai.com

2. General provisions

   1. The Contractor publishes this Offer in accordance with Articles 395, 396 and 447 of the Civil Code of the Republic of Kazakhstan (hereinafter - the Civil Code of the RK).
   2. The Offer sets out the essential terms of the relationship between the Contractor and the Customer (the person who has accepted the Offer).
   3. The agreement is deemed concluded from the moment the Customer accepts the Offer, including by taking out a subscription and/or making payment.
   4. The Offer may be accepted by any individual or legal entity in the territory of the Republic of Kazakhstan intending to obtain access to the functionality of the CRM system at the prices listed on the website sezimai.com.
   5. Acceptance of the Offer means full and unconditional acceptance of all of its terms.
   6. All amendments and annexes to the Offer are published on the website sezimai.com and take effect from the moment of publication, unless stated otherwise.

3. Status of the Contractor's website

   1. The website is the property of the Contractor and is intended to provide information about the SezimAI CRM system, its functionality, pricing plans and subscription terms.
   2. Taking out a subscription on the website or paying an issued invoice grants the Customer access to the CRM system in accordance with the selected pricing plan and subscription period.
   3. The Contractor is not responsible for the accuracy of the data provided by the Customer when taking out a subscription.

4. Status of the Customer

   1. The Customer is responsible for the accuracy and currency of the data provided.
   2. Consent to the terms of the Offer is confirmed by ticking the relevant box during registration/subscription and/or by the fact of payment.
   3. Personal data is processed for the purpose of performing this agreement and in accordance with the Privacy Policy published at sezimai.com.
   4. Access is granted within the limits of the selected pricing plan and may not be resold or transferred to third parties without the Contractor's consent.
   5. The Customer undertakes not to disclose access credentials (logins, passwords, API keys) to third parties and to maintain their confidentiality on its own, as well as to manage the access rights of its employees.
   6. The Customer undertakes to use the CRM system solely for lawful purposes and in accordance with the terms of this Offer.

5. Subject matter of the Offer

   1. The Contractor grants the Customer access to the functionality of the SezimAI CRM system under a subscription model (SaaS).
   2. The scope and terms of access are determined by the selected pricing plan described at sezimai.com.
   3. The relationship between the parties is governed by the Civil Code of the RK, the Law of the RK «On Consumer Protection» (for individuals) and other legislative acts of the Republic of Kazakhstan.
   4. The software is provided «as is». The Contractor does not transfer to the Customer any exclusive rights to the software or its components.
   5. The Customer is granted a non-exclusive right to use the CRM system, limited to the subscription period and the selected pricing plan. The Contractor warrants that the core functions of the system will operate within the selected pricing plan.

6. Procedure for concluding the agreement

   1. The subscription is taken out by the Customer on the website sezimai.com or through a representative of the Contractor.

   2. When taking out a subscription, the Customer provides:

      • the BIN and full company name (for legal entities);
      • the IIN or full name (for individuals);
      • a contact telephone number and an email address;
      • payment details (where required for bank transfers and the issuing of invoices).
   3. The Contractor does not edit the Customer's information; the Customer is responsible for the correctness of the data.
   4. At the Customer's request, the Contractor provides a paper copy of the agreement/invoice.

7. Product information

   1. The website contains a description of SezimAI functionality, pricing plans, limitations and terms of use.
   2. The information materials on the website are for reference only; at the Customer's request the Contractor provides additional information.

8. Procedure for granting access

   1. After the subscription is activated, the Contractor opens the Customer's access to the functionality of the website in accordance with the selected pricing plan and its terms.
   2. Activation takes place after the funds are received or acceptance is confirmed by another method provided for by the pricing plan.
   3. The first subscription period begins from the moment access to the CRM system is actually activated. Each subsequent period is counted from the end date of the previous paid period in the manner set out in the «Auto-renewal and renewal of the subscription» section of this Offer.
   4. If access cannot be granted for technical reasons, the Contractor notifies the Customer and, where necessary, issues a refund in accordance with the «Cancellation and refund» section of this Offer.

9. Subscription price

   1. The subscription price is stated in tenge of the Republic of Kazakhstan and is published in the pricing plans at https://my.sezimai.com.
   2. The Contractor has the right to change the pricing plans unilaterally, having notified the Customer no later than 10 (ten) calendar days before the changes take effect - by publishing them on the website and/or by email. The changes do not apply to a period already paid for.
   3. Individual services/modules may be charged separately on the terms stated in the description of the pricing plan.

10. Payment

    1. The available payment methods and settlement terms are stated on the website and in the personal account, in the «Subscription» section.
    2. Bank transfer payment is made against an issued invoice within the period stated in the invoice; the subscription is activated after the funds are credited to the Contractor's settlement account.
    3. All settlements between the parties are made in tenge of the Republic of Kazakhstan, unless expressly provided otherwise by the pricing plan/invoice.
    4. If the Customer breaches the payment terms, the Contractor has the right to suspend access to the CRM system until the debt is repaid, having sent the Customer a notice. Suspension of access does not release the Customer from the obligation to pay for the services actually rendered.
    5. The following cards are accepted:
       and

11. Trial access

    1. The Contractor may grant trial (test) access to SezimAI for a limited period stated on the website or in the offer.
    2. Trial access is provided «as is» and may have functional limitations.
    3. At the end of the trial period, access is terminated or is automatically converted into a paid subscription where the Customer has given explicit consent (a separate checkbox/button/offer on the website).
    4. The days of the trial period are not payable, unless otherwise provided by the terms of a promotion/pricing plan.

12. Auto-renewal and renewal of the subscription

    1. The subscription may be set to renew automatically for the same term and at the pricing plan in force at the time of renewal.
    2. Where auto-renewal is enabled, the Customer authorises the payment provider to charge the linked payment method on the renewal date.
    3. The Customer has the right to disable auto-renewal in the personal account at any time before the charge date; once the charge has been made, the paid period is deemed to have begun.
    4. If the pricing plans change, the Contractor notifies the Customer on the website and/or by email, stating the date on which the changes take effect for subsequent periods.
    5. Where the pricing plan is upgraded mid-period, a pro-rata recalculation (additional payment) is permitted under the rules of the pricing plan; in the case of a downgrade, the changes take effect from the next period, unless otherwise stated in the pricing plan.
    6. The subscription period runs continuously from the end date of the previous paid period, and not from the date the payment is received. A payment received after the end of the paid period is credited against the period that began on the end date of the previous one. Example: the paid period ended on 15 April, payment was received on 20 April - the new monthly period is counted from 15 April.
    7. The continuity rule applies where payment is received within 14 (fourteen) calendar days of the end date of the previous period. In the case of a longer delay, the start date of the new period is determined by agreement of the Parties - provided that the Customer's data is still recoverable and has not been irretrievably deleted. If the data has been irretrievably deleted, the new period is counted from the date the payment is received.
    8. During the paid period, access to the CRM system is granted to the Customer in full and the Customer's data is stored on the Contractor's servers. The Customer's failure to use the access during part of the paid period is not grounds for extending the period, recalculating the fee or issuing a refund.
    9. The end date of the new period is communicated to the Customer before the payment is made - in the personal account and/or in the issued invoice.

13. Late payment: suspension, freezing and deletion of data

    1. From the end date of the paid period, access to the CRM system is suspended. The Customer's data is retained, and the Customer may pay for the subscription independently in the personal account.
    2. On the 7th (seventh) calendar day of the delay, self-service payment in the personal account is closed: work is resumed upon the Customer's request to the Contractor. This clause does not apply to a suspension (freeze) of the subscription agreed by the Parties in advance - such a suspension extends the paid period by its own duration.
    3. On the 14th (fourteenth) calendar day of the delay, the account is moved to the archive and queued for deletion.
    4. After 30 (thirty) calendar days from the end date of the paid period, the Customer's data may be deleted irretrievably. The Contractor notifies the Customer of the forthcoming deletion and its date by email and/or messenger at least 7 (seven) calendar days in advance.
    5. Until the moment of deletion, the Customer has the right to request an export of its data by contacting the Contractor. The export is provided free of charge.
    6. Freezing and archiving do not constitute termination of the Agreement and do not release the Customer from the obligation to pay for the services actually rendered for the period up to the suspension of access.

14. Service level, technical support and availability

    1. The Contractor ensures that the CRM system operates 24/7, except during periods of scheduled maintenance and circumstances beyond the Contractor's control.
    2. Scheduled maintenance is not counted as system downtime, provided that the Customer is notified in advance at least 24 (twenty-four) hours beforehand - by publication in the personal account, on the website and/or by email.
    3. The Contractor backs up the Customer's data at least 1 (one) time per day.
    4. If the CRM system is unavailable for more than 24 (twenty-four) consecutive hours through the fault of the Contractor, the Customer has the right to demand a recalculation of the cost of the services for the corresponding period.
    5. Official support requests are accepted via the corporate email address info@umaicrm.kz. Support hours: Mon-Fri, 09:00-18:00 (Astana time, UTC+5), except public holidays. «Critical» level incidents are accepted around the clock by telephone at +7 778 2707779.

    6. Response and resolution times for requests, unless otherwise provided by the pricing plan or a separate agreement with the Customer:

       Priority	Description	Response time	Resolution time
       Critical	The system is completely unavailable, the Customer's work is blocked	1 hour	up to 8 hours
       High	A key function is not working and there is no workaround	4 hours (during business hours)	1 business day
       Standard	An isolated error, a workaround exists, work is not blocked	1 business day	3-5 business days
       Low	A question, a consultation, a feature request	2 business days	as agreed

    7. The priority of a request is assigned by the Contractor on the basis of the description of the problem; in the event of disagreement, the priority is agreed by the Parties.
    8. The resolution time is paused while awaiting information, access or confirmations from the Customer.
    9. «Resolution» includes a temporary solution (workaround) that restores operability, followed by a full fix.

15. Customer data and confidentiality

    1. The Parties undertake not to disclose each other's confidential information that becomes known to them in the course of performing this Offer, without the prior written consent of the other Party.
    2. All data uploaded by the Customer to the CRM system is the property of the Customer.
    3. The Contractor may not use, copy or transfer the Customer's data to third parties, except in cases expressly provided for by the legislation of the Republic of Kazakhstan.
    4. The servers and databases of the CRM system are located in a data centre in the territory of the Republic of Kazakhstan. Personal data entered by the Customer is stored and processed in the Republic of Kazakhstan in compliance with the requirements of the Law of the Republic of Kazakhstan «On Personal Data and Its Protection».
    5. The Customer's data is not transferred across borders to third parties without the Customer's consent. By accepting this Offer, a Customer located outside the Republic of Kazakhstan consents to the cross-border transfer and processing of its data in the territory of the Republic of Kazakhstan to the extent necessary to provide the services.
    6. The Contractor ensures encryption of data transmission channels (TLS), access segregation and control, daily backups and protection against unauthorised access.
    7. The Customer is the operator of the personal data of its own clients (students, their legal representatives, employees) and independently determines the purposes of processing such data. The Contractor processes such data solely on the Customer's instructions and to the extent necessary to provide the services.
    8. The Customer warrants that it has obtained all necessary consents from the personal data subjects, including the consents of the legal representatives of minors, and is responsible for the lawfulness of the data entered into the CRM system.
    9. The Contractor is responsible for the technical protection of the infrastructure. The Customer is responsible for safeguarding its own credentials, for managing the access rights of its employees and for the lawfulness of the data it enters.
    10. The Contractor's liability for an information security incident (unauthorised access, data leak) is limited to the amounts set out in the «Liability of the parties» section of this Offer. The Contractor is not liable for incidents caused by the compromise of the Customer's credentials, by the Customer's breach of security requirements or by the actions of third parties.

16. Cancellation and refund

    1. The Customer has the right to cancel the subscription in the manner provided for by the legislation of the Republic of Kazakhstan and by the terms of the relevant pricing plan.
    2. Where the subscription is terminated early at the initiative of either the Customer or the Contractor, a refund is issued for the unused part of the paid period.
    3. The refund amount is calculated pro rata to the unused calendar days of the paid period.
    4. The refund is made within 10 (ten) banking days from the date the Contractor receives the Customer's application or from the signing of the termination agreement - by the same method by which the payment was made, unless otherwise agreed by the Parties.
    5. Services rendered properly (access granted for the part of the paid period actually used) are non-refundable. The days of the trial period and periods granted free of charge as part of promotions are not taken into account when calculating the refund.

17. Term and termination

    1. The Offer is effective from the moment of its acceptance by the Customer until the end of the paid subscription period and, in respect of obligations which by their nature continue to apply (confidentiality, settlements, data protection), until they have been fully performed.
    2. The agreement may be terminated by mutual consent of the Parties at any time.
    3. Either Party has the right to terminate the agreement unilaterally by sending the other Party a notice at least 30 (thirty) calendar days before the intended termination date. No penalties apply upon termination; settlements are made in accordance with the «Cancellation and refund» section.
    4. Either Party has the right to terminate the agreement immediately in the event of a material breach of its terms by the other Party.

    5. A material breach of the terms of this Offer means one or more of the following circumstances:

       • Late payment - a delay by the Customer in paying for the services of more than 10 (ten) calendar days from the date the payment obligation falls due, provided that the Contractor has sent a notice of the outstanding debt;
       • Unavailability of the system - full or partial unavailability of the CRM system through the fault of the Contractor for more than 24 (twenty-four) consecutive hours, except in cases of scheduled maintenance of which the Customer was notified in advance;
       • Loss or corruption of data - full or partial loss or corruption of, or inability to restore, the Customer's data held in the system for a reason connected with the acts or omissions of the Contractor, including server failures, absence of backups or errors in updates;
       • Breach of confidentiality - disclosure of the Customer's confidential information or personal data to third parties without the Customer's prior consent, except in cases expressly provided for by the legislation of the Republic of Kazakhstan;
       • Systematic breach of obligations - repeated (more than 2 (two) times within 1 (one) calendar month) failure by the Contractor to perform, or improper performance of, its obligations to keep the system operational or to provide technical support;
       • Unlawful use - use of the CRM system by the Customer for unlawful purposes, transfer of access credentials to third parties or resale of access without the Contractor's consent.
    6. After the agreement ends, the Contractor stores the Customer's data for 30 (thirty) calendar days. After that period, the data may be deleted irretrievably.
    7. At the Customer's request, submitted before the storage period expires, the Contractor is obliged to provide the Customer with a full export of its data (history, deals, client data) in a machine-readable format.

18. Liability of the parties

    1. The Parties bear liability in accordance with the legislation of the Republic of Kazakhstan.
    2. The Contractor is not liable for losses arising from incorrect use of the CRM system or from the Customer's failure to follow instructions and security requirements.
    3. The Contractor's aggregate liability under this Offer is limited to the amount of the subscription fee actually paid by the Customer for the current month.
    4. The Contractor is not liable for lost profits, loss of business information or any other indirect losses of the Customer arising in connection with the use of, or inability to use, the CRM system.
    5. The Parties are released from liability for the duration of force majeure circumstances confirmed in the established manner.
    6. The Party affected by force majeure circumstances is obliged to notify the other Party within 5 (five) business days from the moment they arise.

19. Miscellaneous

    1. The relationship between the Parties is governed by the legislation of the Republic of Kazakhstan.
    2. Disputes and disagreements are settled through negotiations; if no agreement is reached - in court at the location of the Contractor, unless otherwise prohibited by law.
    3. The term and the termination procedure are set out in the «Term and termination» section of this Offer.
    4. The Contractor has the right to expand/reduce the range of functionality offered, to regulate access to individual modules, and to suspend or discontinue individual functions on the terms published at sezimai.com. The Contractor gives advance notice of changes that materially affect the functionality used by the Customer within the paid pricing plan.

20. Address and details of the Contractor

    Name: Umai CRM LLC

    Registered address: Republic of Kazakhstan, 010000, Astana, Turan Ave., 50/4, non-residential premises 1

    BIN: 210940035177

    Tenge settlement account: KZ44722S000010762267

    Bank: JSC "Kaspi Bank"

    BIC: CASPKZKA

    Other contact details (email, telephone): info@umaicrm.kz, +7 778 2707779