Public Offer

1. General provisions

This document is a public offer from Nexora Digital Systems (the Contractor) and sets out the terms for business process automation services. The offer is addressed to any legal entity or sole proprietor (the Client) that approaches the Contractor for services.

Paying an invoice, signing a separate contract, or a written confirmation in correspondence (email, Telegram) constitutes the Client's full and unconditional acceptance of this offer.

2. Definitions

Services

diagnostics, design, and implementation of business process automation under the chosen package

Package

one of the pricing packages (Foundation, OS Start, OS Scale) described on the website

Delivery time

the period for completing work under the chosen Package, set out in section 5; counted from the day after the Contractor receives the prepayment and the access it needs from the Client

Change Request

a written request for work beyond the agreed scope, stating its cost and delivery time

Written notice

a message by email or Telegram to the contact details of the Party given in the invoice or in correspondence

Parties

the Contractor and the Client together

3. Subject of the agreement

The Contractor agrees to deliver Services within the scope of the chosen Package, and the Client agrees to accept and pay for those Services under the terms of this offer.

The specific list of scenarios, modules, and integrations is fixed in a scenario register after the diagnostic and agreed by both parties before work begins.

4. Price and payment

The price of Services is set by the chosen Package and stated in the invoice or proposal. Indicative package prices are published on the website and may be refined after the diagnostic depending on the actual scope of work.

The Foundation package is paid in two installments: 50% before work begins, 50% after implementation and acceptance. OS Start and OS Scale are paid in three installments: 40% at the start, 40% once the core flows are ready, 20% after final acceptance.

Work beyond the agreed scope is documented as a Change Request and paid separately by agreement. Third-party services and subscriptions (Make, CRM, telephony, etc.) are not included in the price of Services and are paid by the Client directly.

5. How services are delivered

The delivery time is set separately for each Package and each service:

Foundation Package

30 calendar days. Work starts within 3 business days after the prepayment and access are received

OS Start Package

6 to 8 weeks (42 to 56 calendar days)

OS Scale Package

10 to 12 weeks (70 to 84 calendar days)

Support subscription (Lite, Standard, Pro)

provided monthly; response time to a request on business days: up to 24 hours for Lite and Standard, up to 6 hours for Pro

Work under a Change Request

the delivery time is stated in the Change Request itself and agreed by the Parties in writing before work starts

Development of websites, apps, and custom modules

the delivery time is set in writing after the brief and diagnostic; the Packages and delivery times above do not apply to this direction

The delivery times for the Foundation, OS Start, and OS Scale Packages are firm delivery times, not estimates. If the Contractor misses them through its own fault, that may be grounds for terminating the agreement under section 10.

The Client provides access to the required systems, a point of contact, and the information about business processes the Contractor requests, within a reasonable time. A delay on the Client's side extends the delivery time accordingly.

Acceptance of Services is confirmed at a final meeting with a short report. If the Client raises no objections within 5 business days of delivery, the Services are considered accepted.

6. Rights and obligations of the parties

The Contractor may engage subcontractors for specific work while remaining responsible to the Client for the result.

The Client agrees to provide access and feedback on time and to pay for Services according to the agreed schedule.

7. Liability

The Contractor's liability for any claim related to the Services is limited to the amount the Client actually paid for the relevant Package.

The Contractor is not responsible for the operation of third-party services (CRM, Make, payment systems, etc.), or for the consequences of the Client using the delivered solutions contrary to the provided instructions.

8. Force majeure

The parties are released from liability for partial or full non-performance if it results from force majeure: war, hostilities, natural disaster, actions of public authorities, power or communications outages, and other events beyond the parties' reasonable control.

9. Confidentiality and intellectual property

The parties agree not to disclose each other's confidential information. The handling of personal data is described separately in the Privacy Policy.

Rights to the automation scenarios, scripts, and other documentation developed specifically for the Client and paid in full transfer to the Client upon full payment. Rights to the Contractor's own pre-existing templates and methodology used while performing the work remain with the Contractor.

10. Term, changes, and termination

The agreement under this offer is in effect from acceptance until the parties fully perform their obligations. The Contractor may update this offer by publishing a new version on the website with an updated date.

The agreement may be terminated: (1) by mutual written agreement of the Parties; (2) by either Party if the other Party materially breaches the agreement, under the conditions and procedure below; (3) by either Party if a force majeure event under section 8 lasts for more than 30 consecutive calendar days.

The following are material breaches by the Client:

• a payment under an invoice or payment schedule is overdue by more than 10 calendar days;
• the access, materials, or information needed to perform the work are not provided within 10 calendar days of the Contractor's written request;
• the Client does not respond to the Contractor's requests, approvals, or feedback for more than 10 consecutive calendar days, so that the work cannot continue;
• the Client demands work beyond the agreed scope without a Change Request;
• the results of the work are used in breach of the law or of third-party rights;
• the Contractor's confidential information is disclosed.

The following are material breaches by the Contractor:

• work does not start within 10 calendar days of receiving the prepayment and the necessary access;
• the delivery time of a Package or an agreed stage is missed by more than 20 calendar days for reasons within the Contractor's control (delays caused by the Client do not count);
• the delivered result materially differs from the agreed scenario register and the defects are not fixed within 10 calendar days of the Client's written demand;
• the Client's confidential information is disclosed.

Termination procedure. A Party that believes the other Party has committed a material breach sends it a written notice describing the breach and requiring it to be fixed. If the breach is not fixed within 10 calendar days of the notice being sent, the agreement is considered terminated on the initiative of the Party that sent the notice when that period expires, with no further documents needed.

Refunds. Amounts paid are not refundable, except in two cases: (1) the agreement is terminated because of force majeure lasting more than 30 consecutive calendar days (section 8); (2) the agreement is terminated because of a material breach by the Contractor. In those cases the Client pays only for the Services actually performed up to the termination date, based on a report of the work done, and any prepayment above that amount is returned within 14 calendar days of termination.

If the agreement is terminated on the Client's initiative without a material breach by the Contractor, or because of a material breach by the Client, amounts paid are not refunded, and work performed beyond the amount paid must be paid for.

Termination does not release the Parties from the obligation to pay for completed work or from their confidentiality obligations.

11. Dispute resolution

The parties aim to resolve disputes through negotiation. Where that is not possible, a dispute is resolved under the law applicable at the Contractor's place of registration.

12. Contractor details

Brand

Nexora Digital Systems

Website

nexoradigitalsystems.com

Email

digital.systems.nexora@gmail.com

The official legal name, registration number, and legal address will be added to this offer once the company is registered.