Licence Agreement (Public Offer)

1. General

Индивидуальный предприниматель Азиев Элберд Сулейманович (INN 060802189888, OGRNIP 326060000012956), the “Licensor”, offers to enter into this agreement on the terms below. This document is a public offer under Article 437 of the Civil Code of the Russian Federation.

The agreement is addressed to companies, sole proprietors and self-employed persons who use Shuqr in their business, the “Licensee”. An individual who registers a venue or pays for a plan acts on behalf of and in the interest of such a Licensee.

The agreement is concluded upon acceptance. Any of the following is acceptance: registering a venue at shuqr.ru, paying an invoice, or paying for a plan by bank card.

2. Definitions

• Software — the Shuqr computer program: the venue dashboard, the Shuqr POS register, the Shuqr KDS kitchen display, the venue storefront and the related apps and services. Access is provided over the internet.
• Venue — a food service or retail location of the Licensee registered in the Software. The licence is paid per Venue.
• Plan — a set of Software features and limits (number of registers, kitchen displays and staff, included modules) chosen by the Licensee.
• Add-on — a feature added to a Plan for a separate fee.
• Pricing — the contents and prices of Plans and Add-ons published at shuqr.ru/pricing.
• Paid Period — the month or year for which the licence fee has been paid.

3. Subject

The Licensor grants the Licensee a simple (non-exclusive) licence to use the Software: within the features of the chosen Plan, worldwide, for the trial and the Paid Periods.

Use means accessing the Software over the internet and working with it for its intended purpose — automating order taking, payments, accounting and related processes of the Venue. The exclusive right to the Software remains with the Licensor.

Technical support, Software updates and storage of the Licensee’s data are included in the licence fee and are not charged separately.

4. Trial

After registration every new Venue receives a free 14-day trial with the full feature set. No bank card is required. The length and contents of the trial are shown on the Pricing page.

The trial is granted once per Venue. If no plan is paid for before it ends, the Venue is suspended as described in section 7.

5. Fee and payment

The licence fee is set by the Pricing in effect on the day the invoice is created. The fee is paid in advance for the Paid Period, in Russian roubles. No VAT is charged: the Licensor applies the simplified tax system.

Payment methods:

• bank card via the YooKassa payment service. A fiscal receipt is emailed to the payer after payment;
• bank transfer against an invoice — for companies and sole proprietors. An invoice is valid for 5 calendar days. Payment is deemed made when the money reaches the Licensor’s account.

Auto-renewal. By paying by card the Licensee agrees that the card is saved by the payment service and that the fee for the next period is charged automatically on the day the current period ends. The Licensor does not receive or store card details. If a charge fails, it is retried on days 1, 3 and 5. Auto-renewal can be turned off and the card removed at any time in the Plan section of the dashboard.

Price changes. The Licensor may change the Pricing. A new price does not apply to a Paid Period already paid for. If the next renewal will be charged at a different price, the Licensor gives notice by email at least 30 calendar days in advance.

Changing the Plan. The Licensee may change the Plan, the billing period or the Add-ons at any time. The new configuration applies once paid for, and the value of the unused part of the Paid Period is credited to the new invoice. If the credit exceeds the invoice, the remainder goes to the Licensee’s balance in the Software and is applied to future invoices.

Promo codes and discounts apply on the terms announced when issued, cannot be combined unless stated otherwise, and cannot be exchanged for money.

Venues connected under the early access programme use the Software free of charge on the terms agreed at connection. All other provisions of this agreement apply to them in full.

6. Closing documents

The right of use is deemed granted on the first day of the Paid Period. No acceptance certificate is issued for the period. On request the Licensor sends a certificate in electronic form within 10 business days. If the Licensee raises no reasoned objections within 5 business days after the Paid Period ends, the right is deemed duly granted.

7. Non-payment and suspension

If the fee for the next period is not received, the Software keeps working in full for another 7 calendar days (grace days). If payment is still not received, and likewise when an unpaid trial ends, the Venue is suspended:

• the Venue’s storefront is unpublished and online orders are not accepted;
• the dashboard is view-only: data, reports and export are available, changes are not. Paying for the plan and support requests keep working;
• the register finishes the open shift; a new shift cannot be opened;
• fiscal receipts for payments already taken and data export are not restricted.

Access is restored automatically once payment is made. Data of a suspended Venue is kept for 12 months. After that the Licensor may delete it, giving the Licensee at least 30 calendar days’ notice by email.

8. Termination and refunds

The Licensee may terminate at any time: turn off auto-renewal and not pay for the next period, or send a request to support@shuqr.ru.

• Monthly billing. The fee for a month that has started is not refunded: the right of use for that month has been granted, and the Software could be tested for free during the trial before paying.
• Yearly billing. On request the Licensor refunds the value of full unused months. Used months, including the current one, are recalculated at the monthly price in effect on the payment date.
• Balance. Any remaining balance in the Software is refunded on request upon termination.
• Erroneous payment — a double charge or a charge after auto-renewal was turned off — is refunded in full.

A request is reviewed within 10 business days. Money is returned by the same method it was paid, within 10 business days of the decision. Amounts covered by discounts and promo codes are not refunded.

The Licensor may suspend access or terminate the agreement if the Licensee breaches section 10. In that case the fee for the current Paid Period is not refunded.

9. Availability and support

The Software is provided “as is”. The Licensor makes reasonable efforts to keep the cloud part of the Software available at least 99% of the time in a calendar month and announces scheduled maintenance in advance. The register is built to work offline: order taking and payments continue when the cloud part is unavailable and synchronise once the connection is back.

If the cloud part of the Software was unavailable through the Licensor’s fault for more than 24 consecutive hours, the Paid Period is extended by the downtime on the Licensee’s request. No other compensation for interruptions is provided.

Support is provided through the Support section of the dashboard and at support@shuqr.ru. The Licensor replies within a reasonable time, usually within one business day.

10. Licensee’s obligations

The Licensee undertakes to:

• provide accurate information about itself and the Venue;
• keep credentials confidential and be responsible for its staff’s actions in the Software;
• use the Software for lawful purposes only and not sell through it goods or services whose circulation is prohibited or restricted without the required permits;
• not copy, decompile or modify the Software, not circumvent its technical limits, not share access with third parties and not grant sublicences;
• not create load that interferes with the Software for other users.

The Licensee is solely responsible for complying with the laws on cash register equipment, consumer protection, advertising and personal data in its business, and for the content of its menu, prices and messages to guests.

11. Guest payments and fiscal receipts

Guests pay for orders under the Licensee’s own agreements with banks and payment services. Guest money goes directly to the Licensee; the Licensor takes no part in these settlements and is not liable for the actions of banks and payment services.

The Software passes fiscal receipt data to the Licensee’s cash register equipment or cloud register. Registering the register, the agreement with the fiscal data operator, working equipment and correct tax settings are the Licensee’s responsibility.

12. Data and confidentiality

Data the Licensee enters into the Software belongs to the Licensee. The Licensor does not use it for its own purposes other than anonymised statistics, and does not share it with third parties except as required by law or needed for the Software to work. Data export is available to the Licensee throughout the retention period.

For the personal data of the Venue’s guests and staff the Licensee is the controller, and the Licensor processes that data on its instruction under Article 6(3) of Federal Law No. 152-FZ. The purpose is operating the Software’s features. The actions are collection, recording, organisation, storage, updating, use, transfer on the Licensee’s instruction, and deletion. The Licensor keeps this data confidential, takes the protective measures required by Article 19 of that law, and stores the data on servers located in the Russian Federation. The Licensee ensures there are lawful grounds for processing, including guests’ consent to marketing messages.

Processing of the Software users’ own data is described in the Privacy Policy.

13. Liability

The Licensor is not liable for lost profit or indirect losses, or for interruptions caused by factors beyond its control: failures of the Licensee’s connection and equipment, actions of banks, payment services, fiscal data operators and other third parties, and force majeure.

The Licensor’s total liability under the agreement is limited to the fees the Licensee paid for the three months preceding the event giving rise to the claim.

14. Term and changes

The agreement is in force from acceptance until either party terminates it. The Licensor may change its terms by publishing a new version on this page. The Licensor gives notice of material changes by email at least 10 calendar days before they take effect. Continued use of the Software after that date means acceptance of the new version. A Licensee who disagrees may terminate under section 8.

Messages sent to the email address the Licensee has given in the dashboard, and from the Licensor’s addresses in the shuqr.ru domain, are deemed duly sent.

15. Governing law and disputes

The agreement is governed by the law of the Russian Federation. Disputes are resolved by negotiation. A pre-trial claim is mandatory, with 30 calendar days to reply. Failing agreement, the dispute goes to the commercial (arbitrazh) court at the Licensor’s location.

16. Licensor details

Индивидуальный предприниматель Азиев Элберд Сулейманович
INN 060802189888
OGRNIP 326060000012956
Account 40802810681310001990
Bank: АО "АЛЬФА-БАНК"
BIK 044525593
Correspondent account 30101810200000000593
Email: berd.aziev@gmail.com