Service agreement
Public Draft Update on 1 Feb 2025.
1For LLC, acting under the Charter, hereinafter referred to as the "Provider", on the one hand, and [Partner Company], acting under the Charter, hereinafter referred to as the "Customer", on the other hand, jointly referred to as the "Parties", have entered into this agreement (hereinafter referred to as the "Agreement") as follows:
SUBJECT OF THE AGREEMENT
1.1. The Provider shall render the Customer services for the implementation and technical support of an information system (hereinafter referred to as the "Platform"), as well as other related services specified in this Agreement(hereinafter referred to as the "Services").
1.2. The Customer is granted access to artificial intelligence models (hereinafter referred to as "AI") via the Platform, with the possibility of interface customization, integration with internal systems, and technical support.
1.3. Access to the Services is provided subject to the deposit payment (hereinafter referred to as the "Deposit"), which is used to calculate the actual cost of consumed resources.
1.4. If the Deposit is fully depleted, access is suspended until it is replenished.
PROVISION OF SERVICES
1. The Provider grants the Customer access to the Platform, including AI models, interface customization, and integration with the Customer’s systems.
2. The Customer independently manages the Deposit balance and ensures its timely replenishment.
3. The Provider provides technical support and updates the Platform's functionality.
4. The Provider has the right to suspend access to the Platform in the event of:
Violation of the terms of this Agreement, Full depletion of the Deposit, Technical maintenance.
SERVICE COSTS AND PAYMENT PROCEDURE
1. The cost of the Services is determined by the Provider's tariffs published on the Platform and is calculated based on actual consumption of AI resources.
2. The Deposit is a prepaid amount from which payments for AI usage are automatically deducted.
3. All payments are made by bank transfer to the Provider's account.
4. In the event of changes in pricing for AI models, the Provider updates the relevant prices on the Customer's Platform.
RIGHTS AND OBLIGATIONS OF THE PARTIES
1. The Provider shall:
Ensure the Customer’s access to the Platform and AI models.
Maintain the stable operation of the Platform and provide technical support.
Keep the Customer's data confidential.
2. The Customer shall:
Make the Deposit payment and replenish it as needed.
Use the Platform in accordance with the terms of this Agreement.
Not transfer access to third parties without the Provider's consent.
LIABILITY OF THE PARTIES
1. The Provider shall not be liable for:
Actions of third parties affecting the operation of the Platform.
Consequences resulting from improper use of the Services.
2. If the Customer violates the Agreement, the Provider has the right to suspend the provision of Services without refunding the remaining Deposit.
CONFIDENTIALITY
1. This Agreement comes into force upon signing and remains valid indefinitely.
2. Either Party may terminate the Agreement by providing 7 business days’ notice.
3. The remaining Deposit may be refunded to the Customer, minus the cost of actual resources used.
TERM AND TERMINATION OF THE AGREEMENT
1. The Parties undertake to maintain the confidentiality of all data obtained in the course of fulfilling this Agreement.
2. The Provider has the right to use anonymized data for analytics and improvements to the Platform.
MISCELLANEOUS
1. Any amendments to the Agreement must be made in writing.
2. Disputes shall be resolved through negotiations, and if no agreement is reached, in Arbitration Court.
3. This Agreement is executed in two copies, each having equal legal force.
The draft is not a public offer and requires further approval.
