Terms of Service

These Terms of Service ("Terms") are offered by Uniqore LLP, a limited liability partnership organized under the laws of the Republic of Kazakhstan ("Uniqore," "we," "us," or "our"), to legal entities, sole proprietors, and individuals aged 18 or older who use Uniqore solely in their professional or business activities and not as consumers. These Terms constitute a public offer under the laws of the Republic of Kazakhstan to enter into a license agreement on the terms set out below. When you accept these Terms as described in Section 2, a license agreement between you and us is concluded on these Terms (the "Agreement").

1. Parties and the Service

1.1. We are Uniqore LLP (in Russian: ТОО «Uniqore»), BIN 260840038553 (the business identification number assigned to legal entities in Kazakhstan), registered address: 10/1 Rakymzhan Koshkarbayev Avenue, Non-Residential Premises 18, Saraishyk District, Astana 010000, Republic of Kazakhstan; email: hi@uniqore.ai; phone: +7 777 687 95 77.

1.2. "Customer," "you," and "your" mean the legal entity, sole proprietor, or individual with full legal capacity over 18 years of age who has accepted these Terms. An individual may use the Service only and exclusively in their own professional or business activities and not as a consumer.

1.3. The Service is not intended or permitted for personal, family, household, or other purposes unrelated to professional or business activities. An individual confirms this purpose when accepting these Terms. If, despite this confirmation, a mandatory consumer protection law applies to the relationship, that law applies only to the extent it requires, and the remaining provisions of the Agreement remain in effect.

1.4. A person who accepts these Terms on behalf of a legal entity or sole proprietor represents that they are authorized to do so. That person and the Customer are responsible, to the extent provided by law, for the accuracy of the information provided and for the consequences of any lack of authority. An individual acting in their own name is the Customer.

1.5. The "Service" means the Uniqore software product, including the desktop application, server components, API, integrations, updates, and artificial intelligence ("AI") features. A "Plan" means a combination of price, billing period, features, and limits. Our current standard Plans and prices are published at https://uniqore.ai in the pricing section. A "Subscription" means a license for consecutive billing periods that renews automatically. An invoice, a primary accounting document (a document that Kazakhstan accounting rules require to record a transaction), or a payment reference may describe the transaction as a service of granting a non-exclusive license to the Uniqore product; this refers to the grant of the right to use the Service under the Agreement and does not change the Agreement's nature as a license.

2. Acceptance and Records

2.1. By clicking to accept these Terms and creating an account or using the Service, you agree to these Terms. The Agreement is concluded when you take at least one of the following actions:

• you check the box accepting these Terms, confirm the permitted purpose of use, and create an account, activate the Service, or use it;
• you pay an invoice that refers to these Terms, links to them, and states their version number;
• after being notified of a new version of these Terms, you continue a paid Subscription into the next billing period.

2.2. You accept these Terms in their entirety and without modification. Any terms in your purchase orders, correspondence, or other documents do not modify the Agreement unless we agree to them in writing.

2.3. We may record the text and version of these Terms, the confirmed purpose of use, the date and time, your full name, email address, organization, IIN or BIN where necessary (the individual or business identification number assigned in Kazakhstan), the invoice, the payment, account, device, and session identifiers, the IP address, and technical logs. You and we agree that these records are evidence of your actions unless they are shown to be inaccurate.

3. License and Acceptable Use

3.1. Subject to payment and your compliance with the Agreement, we grant you, for the paid period, a non-exclusive, limited, revocable, non-transferable license to use the Service for your internal professional or business purposes. The license is worldwide. The number of user licenses and authorized users, devices, integrations, models, requests, and other limits are set by your Plan or invoice.

3.2. We may provide free, trial, or experimental access at our discretion and may change or end it immediately, without compensation.

3.3. Without our written consent, you may not:

• transfer, sublicense, resell, or rent out the Service, or provide it to third parties as a standalone service;
• circumvent limits or security measures, probe for vulnerabilities, disrupt the Service, or place an excessive load on it;
• extract source code from, decompile, or modify the Service, or create derivative products, except as expressly permitted by mandatory law;
• use the Service, its documentation, its output, or data about its operation to develop or train a competing product;
• use the Service for personal, family, household, or other non-professional and non-business purposes;
• violate the law, third-party rights, security, confidentiality, or the restrictions of a connected provider;
• use the Service for malicious code, covert profiling, or fully automated decision-making that has significant effects on an individual, without the oversight and legal basis required by law.

3.4. We or our licensors own all exclusive rights in the Service, interfaces, documentation, updates, brand elements, and improvements. We reserve all rights not expressly granted to you. We may use any feedback or suggestions about the Service without restriction or compensation.

4. Fees, Automatic Renewal, and Payment

4.1. Our current standard Plans and prices are published at https://uniqore.ai in the pricing section. If you do not have an individual invoice, the Plan published on our website at the time you accept these Terms or at the start of a new billing period applies. An invoice may separately specify the price, currency, number of licenses, and period; for the period stated in it, the invoice takes precedence. The price is the license fee for the right to use the Service. Unless otherwise specified, you must prepay 100% of the price, and a payment is considered made when the funds are credited to us.

4.2. Your Subscription renews automatically for successive periods of the same length until you turn off renewal in your account or notify us at hi@uniqore.ai before the next period begins.

4.3. By adding a payment method and confirming the first payment, you authorize us and our payment provider to charge the Subscription price at each renewal until you turn off renewal. If a charge fails, we may retry it, charge another payment method you previously authorized, require payment by invoice, and immediately restrict access until the outstanding amount is paid in full. Any authorization by the payment method holder that the bank or payment provider requires is completed in the payment interface.

4.4. Turning off renewal stops future charges, and your license ends at the end of the paid period. You are not entitled to a refund or credit if you do not use the Service, reduce the number of users, or turn off renewal after a period has begun. Fees for a period that has begun are non-refundable, except where a refund is expressly required by law or in the case of a confirmed erroneous duplicate charge.

4.5. We may change the price and Plan published on our website for the next period by notifying you through the website, your account, an invoice, or email before the charge. If you do not agree, you must turn off renewal before the new period begins; continuing your Subscription means you accept the change.

4.6. If you pay late, you must, at our request, pay a late-payment penalty of 0.1% of the overdue amount for each calendar day, up to a maximum of 10% of the overdue amount, and reimburse our collection costs to the extent permitted by law. You may not withhold, set off, or reduce any payment without our written consent, unless mandatory law requires it.

5. AI and Operation of the Service

5.1. The Service and its output are provided "as is" and "as available." AI output is probabilistic and may be inaccurate, incomplete, outdated, biased, or similar to third-party material. You are responsible for reviewing the output and are solely responsible for decisions you make based on it.

5.2. The Service does not provide legal, medical, financial, accounting, or other professional advice. We do not guarantee any commercial result, uniqueness, eligibility for legal protection, fitness for a particular purpose, or the absence of third-party rights.

5.3. Unless we have signed a separate written service level agreement (SLA) with you, we do not guarantee uninterrupted or error-free operation, preservation of every copy of your data, compatibility, or any period of support. You are responsible for keeping the source data and backups you need.

5.4. We may update, replace, restrict, or discontinue features, models, integrations, and limits at any time. We are not responsible for your internet connection, equipment, or settings, or for the actions, changes, blocking, or discontinuation of any CRM, bank, payment system, AI model, or other third-party service.

6. Customer Data

6.1. You retain your rights in your data and instruct us to process it to the extent necessary to provide, protect, and bill for the Service. Settings, CRM connections, integrations, and text or audio analysis set up by your authorized user are deemed your documented instructions.

6.2. You determine the purposes, scope, legal bases, and retention periods for processing your data, and you represent and warrant that, before providing it to us, you:

• have all necessary rights and authority, have notified the data subjects, and have obtained all required consents, including for call recording, transfer to third parties, and cross-border transfer;
• have limited the data to the stated purpose and have lawfully granted your users access;
• do not provide state secrets, full payment card data, passwords, biometric data, health data, or other highly sensitive information, unless a specific feature and a written agreement expressly provide for it.

6.3. We give access to your data only to persons bound by confidentiality obligations, apply reasonable security measures, keep records of access and incidents, and help you fulfill data subject requests that the law requires you to fulfill. Non-standard assistance, data recovery, or manual data exports are charged separately.

6.4. We may engage and replace providers of infrastructure, AI, speech recognition, email, payment, support, and integration services. The list of providers, countries, and data categories is disclosed in our Privacy Policy (https://uniqore.ai/legal/privacy/). If you have a reasonable objection, you may turn off the affected feature or your Subscription before the new transfer occurs; we are not obligated to provide an alternative.

6.5. The database containing personal data is stored in the Republic of Kazakhstan. Cross-border transfers are made only where a legal basis provided by law exists.

6.6. We do not use your content to train publicly available AI models without your separate consent, but we may use technical, aggregated, and irreversibly anonymized information for security, analytics, and improving the Service.

6.7. We may, without notice, decline to follow an instruction, or block, delete, or isolate data, if we suspect a violation of the law, the Agreement, third-party rights, or security requirements. We are not obligated to conduct a legal review of every instruction.

6.8. As the party that determines the purposes of processing, you are responsible for responding to requests from data subjects and authorities. We will forward such requests to you and will notify you of a confirmed incident in time for you to meet mandatory legal requirements; our initial notice may be supplemented later.

6.9. You are responsible for exporting any data you need before your access ends. After your license ends, we may delete your data according to our standard schedule; backups are deleted in the normal backup cycle unless the law requires retention.

6.10. No more than once per year, you may request our standard description of security measures and any available supporting evidence. An additional audit is available only if required by a mandatory demand of a government authority following a confirmed material incident. Such an audit is conducted remotely first, no earlier than 30 calendar days after the request, does not disclose other parties' data, source code, vulnerabilities, or secrets, and is at your expense unless it reveals a material breach caused by our fault.

6.11. To the extent permitted by law, you will indemnify us for documented losses, defense costs, third-party claims, and administrative fines arising from your data or instructions, or from your lack of a legal basis, consent, notice, or authority.

7. Suspension and Termination

7.1. We may immediately, in whole or in part, and without prior notice, suspend, restrict, or block access in the event of late or declined payment; a breach of the Agreement, third-party rights, or security; signs of fraud, account compromise, unlawful use, or excessive load; a legal, technical, reputational, or information security risk; a complaint or a demand from a government authority, court, rights holder, or provider; maintenance; or the unavailability of a third-party service.

7.2. We determine at our own discretion whether the grounds are sufficient, and we may request documents, remove disputed material, change limits, and keep the restriction in place until the risk is resolved. Such a measure does not in itself establish that you are in breach and does not make us liable for the unavailability of the Service.

7.3. We may terminate the Agreement immediately, without going to court, in the event of a material or repeated breach, outstanding debt, unlawful use, infringement of our rights in the Service, violation of data or security requirements, false information, or if continuing to provide the Service becomes impossible under the law or a provider's terms.

7.4. We may also terminate the Agreement at any time for any reason, even if you have not breached it, by notifying you and specifying the termination date, which may be the date of the notice. In that case, we will refund your prepayment in proportion to the unused portion of the paid period. You may terminate the Agreement by turning off renewal; the paid period that has already begun and the payments made remain in effect.

7.5. Termination does not cancel outstanding amounts, liability, restrictions on your rights, confidentiality obligations, provisions on data and disputes, or other provisions that by their nature continue to apply.

8. Confidentiality

8.1. Neither party will disclose the other party's non-public business, technical, or financial information, and each party will use such information only for purposes of the Agreement. This obligation does not apply to information that is lawfully known to the receiving party, independently developed, publicly available through no breach, or required to be disclosed by law.

8.2. We may disclose information to employees, contractors, providers, advisors, investors, and prospective acquirers of our business who need to know it and are bound by confidentiality obligations.

9. Limitation of Liability

9.1. To the maximum extent permitted by law, we will not be liable for lost profits, lost revenue, customers, goodwill, or data, the cost of a substitute solution, or any other indirect or consequential losses.

9.2. Our total aggregate liability for all claims is limited to the license fees we actually received for the single billing period in which the grounds for the claim arose; for free access, this limit is zero. These limitations do not apply where a mandatory provision of law expressly prohibits them.

9.3. We are not responsible for consequences caused by your data, instructions, equipment, account, employees, or contractors. Payment of a penalty or damages does not release you from paying outstanding amounts or from the obligation to stop the breach.

10. Changes and General Terms

10.1. We may change these Terms, the Plans, and our rules by publishing a new version of these Terms at https://uniqore.ai/legal/terms-of-service/ and current prices at https://uniqore.ai (the Russian version of these Terms is published at https://uniqore.ai/ru/legal/terms-of-service/). Changes relating to security, legal requirements, free features, or providers may take effect upon publication; other material changes take effect after notice through the website, your account, or email. If you use the Service after the effective date or pay for a new period, you accept the changes; if you do not agree, you must stop using the Service and turn off renewal.

10.2. Force majeure. Neither party is liable for failure to perform caused by force majeure, meaning extraordinary circumstances that could not have been prevented under the given conditions. For us, force majeure also includes objectively unavoidable failures of telecommunications, data centers, CRMs, payment systems, or AI models, as well as cyberattacks, provider restrictions, sanctions, and mandatory actions of government authorities.

10.3. Governing law and disputes. These Terms are governed by the laws of the Republic of Kazakhstan. Before filing a lawsuit, you must send a written claim to hi@uniqore.ai; we will respond within 10 business days. Any dispute will be resolved by the court at our location, subject to mandatory jurisdiction rules. This does not limit our right to immediately collect outstanding amounts, stop an infringement of our rights, protect data, or seek interim relief.

10.4. Assignment. We may assign the Agreement to an affiliate, a successor, or an acquirer of our business in compliance with the law. You may not assign the Agreement without our written consent.

10.5. Severability; no waiver. If any provision is held invalid, the remaining provisions remain in effect, and the invalid provision will be replaced with a valid provision that most closely achieves its economic purpose. A party's failure to exercise a right does not waive it.

10.6. Entire agreement; order of precedence. These Terms, the applicable Plan, the invoice, and the confirmed payment authorization form the Agreement. In the event of a conflict, an individually signed agreement prevails, followed by the invoice for the relevant period, then these Terms, and then the general Plan information on our website.

11. Company Information

Uniqore LLP (ТОО «Uniqore»)
BIN 260840038553
Address: 10/1 Rakymzhan Koshkarbayev Avenue, Non-Residential Premises 18, Saraishyk District, Astana 010000, Republic of Kazakhstan
Email: hi@uniqore.ai
Phone: +7 777 687 95 77
Director: Roman Baranov