Public offer contract for the use of Cloudybus ERP

1. General provisions and definitions

This document is a public offer by Индивидуальный предприниматель Сташевская Арина Евгеньевна, TIN (INN) 650113327100, state registration number (OGRNIP) 323650000020211, address: 693000, г. Южно-Сахалинск, пер. Мебельный, д. 6 (the Licensor), addressed to legal entities and sole traders (the Licensee), to enter into a licence contract granting the right to use the Cloudybus ERP software suite (the Contract) on the terms set out below.

The current version of the Offer is published at https://www.cloudybus.com/en/offer and applies from the version date shown at the top of the document. The Offer is addressed to organisations and sole traders; the Service is not provided to individuals for personal use.

The Terms of Use and the Personal Data Processing Policy form an integral part of the Contract, as do the Order and the invoice that fixes the Tariff. Where the Offer and the invoice differ on the Tariff, the invoice prevails.

Service

the Cloudybus ERP software suite for automating passenger transportation, access to which is granted remotely over the Internet; no copy of the software is handed over to the Licensee.

Order

the Licensee’s request for connection stating the Tariff, the number of accounts and the Reporting period. It is made in writing, including by email from an authorised person of the Licensee.

Tariff

the scope of the rights and functionality granted — the set of functional blocks, the number of accounts, the limits — and the amount of the fee, as agreed in the Order and stated in the invoice.

Reporting period

a calendar month, unless the Tariff sets a different period.

Portal

the closed part of the Website through which access to the Service is granted.

Licensee Data

the information the Licensee and its employees enter into the Service or upload to it: requests, reference lists, passenger lists, access control cards, documents and the results of processing them.

2. Acceptance of the Offer

Acceptance of the Offer is the Licensee paying the invoice issued against the Order (part 3 of article 438 of the Civil Code of the Russian Federation). Once the funds reach the Licensor’s bank account, the Contract is concluded on the terms of the Offer and the invoice, with no paper copy signed. At the Licensee’s request the Contract is additionally executed as a two-party document on the same terms.

There is no separate sign-up form and no “I accept the terms” checkbox on the Website: accounts are created by the Licensor once the Contract is concluded. How they are created, the rules for using the Portal and the responsibilities of the Licensee’s employees are set out in the Terms of Use.

The person accepting the Offer on behalf of the Licensee represents that they hold the authority to do so (article 431.2 of the Civil Code of the Russian Federation).

The Offer is accepted in full, without exceptions or reservations. A reply agreeing to contract on different terms is not an acceptance (article 443 of the Civil Code of the Russian Federation); such terms are agreed in a separate two-party contract.

3. Subject of the Contract and scope of the licence

The Licensor grants the Licensee the right to use the Service under a simple (non-exclusive) licence by providing remote access within the scope of the chosen Tariff, and the Licensee pays the fee.

The functionality of the Service that a Tariff may grant the right to use:

• receiving and automatically parsing incoming requests from email, including recognition of attachments and scans;
• orders — one-off and recurring, order templates and the calendar;
• routes and stops, with the path built along roads on the Licensor’s own map gateway;
• assigning vehicles and drivers for the day, including the planning suggestion;
• waybills, the waybill register and printed forms;
• fuel and lubricant movement and fuel cards;
• vehicle monitoring on the map, and travel records from access control cards: planned against actual passengers;
• the transport client’s portal: order schedule, statistics and exports;
• reporting, reference lists, role-based permissions and the mobile application for drivers.

The functionality available to the Licensee is set by the Tariff. Functionality not included in the Tariff is not part of the Contract; adding it is done by amending the Order.

Ways of using the Service: remote access to its functionality through a browser and the mobile application, and reproduction of the interface in the memory of the Licensee’s devices to the extent needed for such access.

The territory of use is the Russian Federation; use outside it is agreed separately. The licence runs for the Reporting period paid for and is extended by paying for the next one.

The Licensee may not:

• transfer rights under the Contract to third parties, including granting sub-licences;
• decompile or modify the Service, or circumvent protection and access control measures;
• use the Service to provide services to third parties on a service bureau basis, unless separately agreed;
• give accounts to persons who are not employees or authorised representatives of the Licensee.

4. Fee and payment procedure

The amount of the fee is set by the Tariff and stated in the invoice. Payment is made by bank transfer in advance for the Reporting period, unless the invoice provides otherwise.

The Licensor applies the simplified taxation system and is not a value added tax payer (paragraph 2 of article 346.11 of the Tax Code of the Russian Federation); the fee is stated without VAT.

The payment obligation is discharged when the funds reach the Licensor’s bank account.

The invoice, the act and the universal transfer document are sent to the Licensee’s email address stated in the Order; paper originals are provided on the Licensee’s request. An act is deemed accepted if no reasoned objections are received within 5 business days of it being sent.

If a Reporting period is not paid for, the Licensor notifies the Licensee and may suspend access to the Service after 3 business days from the date of the notice. The Licensee Data is not deleted on suspension — it is kept for the periods set out in section 8.

The Licensor may change the Tariffs, notifying the Licensee at least 30 calendar days in advance. A change does not apply to a Reporting period already paid for.

5. Service level

The target availability of the Service is 99.5% of the Reporting period. Planned maintenance is excluded from the calculation, as are interruptions caused by circumstances beyond the Licensor’s control: failures of backbone networks, distributed denial-of-service attacks, force majeure, and acts of the Licensee itself.

The Licensor gives at least 24 hours’ notice of planned maintenance and carries it out during the hours of lowest load.

Support requests are accepted at info@cloudybus.com on business days, 09:00–18:00 (UTC+3).

Response time depends on the priority of the request:

• critical — the Service is entirely unavailable, or functionality without which transportation cannot run is unavailable: 4 hours;
• high — a single function is substantially impaired and a workaround exists: 8 hours;
• normal — all other requests, including questions and suggestions: 3 business days.

Response time is the time until work on a request starts, not the time until it is resolved. Requests are accepted from those employees of the Licensee who have been given accounts.

If availability in a Reporting period falls below the target, the Licensee may require the paid period to be extended by the time the Service was unavailable beyond the allowance, but by no more than 10 per cent of the value of the Reporting period. The claim is made within 30 calendar days after the Reporting period ends. Such an extension is the Licensor’s sole remedy for unavailability of the Service.

6. Licensee Data and personal data

Rights to the Licensee Data remain with the Licensee. The Licensor acquires no rights to it beyond those needed to perform the Contract, does not use it for its own purposes and does not use it to train machine learning models.

As a personal data operator, the Licensee instructs the Licensor to process the personal data contained in the Licensee Data — data about the Licensee’s employees, passengers and counterparties (part 3 of article 6 of Federal Law No. 152-FZ of 27 July 2006 “On Personal Data”). The actions covered are: collection (receipt from the Licensee), recording, systematisation, accumulation, storage, updating, retrieval, use, blocking, deletion and destruction. The purpose is to provide the functionality of the Service under the Contract; the instruction has no other purpose.

The Licensor keeps personal data confidential, applies the measures required by article 19 of that law, and engages no parties in processing other than those listed in Annex 1 to the Offer.

The Licensee represents that it has lawful grounds to process this data and to pass it to the Licensor, including the consents of data subjects where those are required. Consent to pass data on is given as a separate document naming the Licensor as the recipient.

Incoming request emails are parsed automatically, including by text recognition and language models. The models run in the Licensor’s own infrastructure in the Russian Federation; no data is sent to external cloud AI services. The result of parsing is a suggestion for the operator: an order is created by a person, and decisions producing legal consequences are not taken by automated processing alone.

The Service’s databases are located in the Russian Federation (part 5 of article 18 of Federal Law No. 152-FZ). The infrastructure is hosted by ООО «МТ ФИНАНС» (RuVDS, ruvds.com).

The Licensor notifies the Licensee of a security incident affecting the Licensee Data no later than 24 hours after detecting it, and assists the Licensee in meeting its obligations to the supervisory authority.

Processing of personal data of the Licensee’s own representatives and employees, and of visitors to the Website, is described in the Personal Data Processing Policy.

7. Liability of the parties

The Licensor’s aggregate liability under the Contract is limited to the fee paid for the last 3 Reporting periods. Lost profit is not recoverable. The limit does not apply where the law does not allow it, including in cases of intent (part 4 of article 401 of the Civil Code of the Russian Federation).

The Licensor is not liable for the acts of the Licensee and its employees in the Service, for the accuracy of the information they enter, or for interruptions in access caused by equipment and communication channels on the Licensee’s side.

The Licensee is liable for the lawfulness of the Licensee Data and for having grounds to process it. If claims are brought against the Licensor by third parties or authorities because these representations were breached, the Licensee indemnifies the Licensor for the related property losses (article 406.1 of the Civil Code of the Russian Federation).

The parties are released from liability for failure to perform caused by force majeure (article 401 of the Civil Code of the Russian Federation), having notified the other party within 10 calendar days of the event.

8. Term, termination and data export

The Contract runs from acceptance until the end of the last Reporting period paid for and is extended by paying for the next period.

Either party may withdraw from the Contract by notifying the other at least 30 calendar days before the current Reporting period ends. The fee for a paid period is not refunded on such withdrawal, and access continues until the period ends.

The Licensor may withdraw from the Contract unilaterally on a material breach by the Licensee: breach of the prohibitions in section 3, payment overdue by more than 30 calendar days, or entering into the Service information whose distribution is prohibited by law. The Licensee is notified of the withdrawal.

For 60 calendar days after the Contract ends, the Licensor keeps the Licensee Data and provides export-only access to it: registers and lists as Excel workbooks, printed forms as PDF files, other formats as agreed between the parties. After that period the data is destroyed and the Licensee is sent a confirmation.

Termination of the Contract does not release the parties from obligations that arose before it ended.

9. Final provisions

The Contract and the relations between the parties are governed by the law of the Russian Federation.

A pre-court claim procedure is mandatory. A claim is sent to 693000, г. Южно-Сахалинск, пер. Мебельный, д. 6 or by email to info@cloudybus.com; the time to reply is 30 calendar days from the day the claim is received.

If no agreement is reached, the dispute is referred to the Арбитражный суд Сахалинской области.

The Licensor may amend the Offer, notifying the Licensee through the Portal and by email at least 15 calendar days before the changes take effect. The changes do not apply to a Reporting period already paid for. Continuing to use the Service after the changes take effect means agreement with the new version; a Licensee that does not agree may withdraw from the Contract under section 8.

Notices are sent through the Portal or to the parties’ email addresses stated in the Order and are deemed received on the next business day after they are sent.

If a single provision of the Contract is invalid, the remaining provisions stay in force.

Licensor details

Legal name

Индивидуальный предприниматель Сташевская Арина Евгеньевна

TIN (INN)

650113327100

Registration number (OGRNIP)

323650000020211

Postal address

693000, г. Южно-Сахалинск, пер. Мебельный, д. 6

Bank account

40802810120000113491

Bank

ООО «Банк Точка»

BIC (BIK)

044525104

Correspondent account

30101810745374525104

Email

info@cloudybus.com

Phone

+7 (917) 114-98-80

Annex 1. Parties engaged in processing

The following parties are engaged in processing personal data on behalf of the Licensee:

No other party is engaged in processing personal data on behalf of the Licensee. Changes to this list are notified to the Licensee under section 9; until the Licensee agrees, a new party is not engaged.

If the language versions of the Offer differ, the Russian version prevails.