Public Offer Agreement

1. General Provisions

Sole Proprietor Alexander Aleksandrovich Chigrinov, OGRNIP 319911200039265, Tax ID 910410520533 (the “Contractor”), publishes this public offer to enter into a paid services agreement for software development and business process automation (the “Agreement”) on the terms set out below.

This offer is addressed to any legally capable individual or legal entity (the “Customer”) intending to use the Contractor’s services.

Under Article 438 of the Civil Code of the Russian Federation, full and unconditional acceptance of this offer is any of the following actions by the Customer:

• payment of an invoice issued by the Contractor;
• signing a bilateral agreement prepared on the basis of this offer;
• sending the Contractor written or electronic confirmation of acceptance of the offer terms.

Acceptance of the offer means that the Customer has fully reviewed this document, understood its content and agrees to all of its terms without reservations or exceptions.

2. Subject Matter of the Agreement

The Contractor undertakes, at the Customer’s request, to provide services and/or perform work in software development and business process automation, and the Customer undertakes to accept and pay for the result.

The services/work may include, without limitation:

• software development, including web applications, bots, scripts and services;
• development of Telegram bots and chat interfaces;
• development of AI agents and integrations with language models;
• CRM integrations and configuration of business tools, including AmoCRM, Bitrix24 and others;
• business process automation using n8n, Make, Zapier and custom solutions;
• technical consulting and audits of existing systems.

The specific scope of work, volume and technical requirements are recorded in the technical specification and/or commercial proposal, which form an integral part of the Agreement. Work not included in the agreed technical specification or commercial proposal is not part of the Contractor’s obligations and is performed only after an additional agreement is signed, specifying new pricing and deadlines.

3. Procedure for Entering into the Agreement

To enter into the Agreement, the Customer sends a request to the Contractor through the contact form on the website chigrinov.ru, by email at chigrinoff.a@gmail.com or via Telegram @chigrinoff.

Based on the request received, the Contractor prepares and sends the Customer a commercial proposal specifying the scope of work, price and deadlines. The commercial proposal is valid for 14 (fourteen) calendar days from the date it is sent. After this period, the Contractor may revise the terms based on current workload.

The Agreement is deemed concluded upon acceptance of the commercial proposal, including payment of an advance payment, signing of an agreement or electronic confirmation. If the Parties have signed a bilateral agreement, its terms prevail over this offer where they differ.

4. Rights and Obligations of the Contractor

The Contractor shall:

• start work after receiving the advance payment and the agreed technical specification;
• perform the work within the scope set out in the technical specification/commercial proposal and within the agreed deadlines, subject to permitted extensions under Section 7;
• ensure that the result works in accordance with the agreed technical specification;
• provide warranty support for 30 (thirty) calendar days from the date the acceptance certificate is signed;
• keep confidential the information provided by the Customer.

The Contractor may:

• engage subcontractors and third parties to perform individual tasks without additional approval from the Customer, while remaining responsible for the final result;
• independently determine methods, tools, technologies and architectural solutions required to achieve the agreed result, unless otherwise specified in the technical specification;
• suspend work if payment is delayed by more than 5 business days, if the Customer fails to provide required materials, access or feedback on time, or if substantial contradictions or gaps are found in the technical specification;
• terminate the Agreement unilaterally if the Customer systematically breaches obligations, retaining payment for work actually performed and documented expenses;
• refuse to perform work that directly violates Russian law, infringes third-party rights or creates reputational risk for the Contractor;
• request additional payment if the Customer changes the scope or requirements beyond the agreed technical specification;
• extend deadlines by the period of Customer-caused delay plus a reasonable restart period of at least 3 business days after the delay is resolved;
• use ready-made, reusable and proprietary components, libraries, templates and frameworks in the project;
• include the completed work, including screenshots, videos and result descriptions, in the Contractor’s portfolio and marketing materials unless the Customer expressly prohibits this in writing before acceptance.

5. Rights and Obligations of the Customer

The Customer shall:

• provide the Contractor with a complete, clear and agreed technical specification before work begins, in the format agreed by the Parties;
• promptly provide all required access credentials, data, accounts and materials needed to perform the work, and immediately notify the Contractor of any delay;
• respond to the Contractor’s requests and questions within 2 (two) business days; if this deadline is breached, the Contractor may suspend work;
• make payment in accordance with Section 6 and within the agreed deadlines;
• accept the work result and sign the acceptance certificate within 5 (five) business days after delivery, or send a reasoned refusal with a complete list of identified deviations from the technical specification;
• not modify the delivered source code, configuration or operating environment without notifying the Contractor during the warranty period;
• not disclose the Contractor’s confidential information to third parties.

The Customer may:

• request a progress report from the Contractor no more than once per week;
• make changes to the technical specification only by agreement with the Contractor; changes increasing the scope are documented by an additional agreement with revised price and deadlines;
• withdraw from the Agreement unilaterally by paying the Contractor for work actually performed and documented expenses; any advance payment already made is not refundable to the extent of work already performed.

6. Price and Payment Procedure

The price is determined individually for each project and specified in the commercial proposal or invoice. The price is fixed in the commercial proposal and may not be changed unilaterally by the Contractor after acceptance by the Customer, except where the Customer changes the scope of work.

Standard payment procedure:

• 50% (fifty percent) of the work price as an advance payment before work begins;
• 50% (fifty percent) upon delivery of the work result and signing of the acceptance certificate.

Non-refundable advance payment. The advance payment becomes non-refundable once the Contractor has actually started work on the project. If the Customer withdraws from the Agreement after work has started, the advance payment is not returned and is applied as compensation for the Contractor’s time and resources.

Late payment. If the Customer delays payment by more than 5 (five) business days, the Contractor may suspend work until payment is received. The Contractor is not responsible for any delay caused by such suspension.

Retention of results. Until the final payment is received in full, the Contractor may withhold source code, access credentials and other work results.

For large or long-term projects, milestone payments may be used according to the payment schedule agreed in the commercial proposal.

Settlement currency: Russian ruble (RUB) or US dollar (USD), as agreed by the Parties.

The Contractor applies the simplified taxation system and is not a VAT payer. VAT invoices are not issued.

7. Work Deadlines

Deadlines are specified in the commercial proposal. The standard minimum term is 14 (fourteen) business days from receipt of the advance payment and the final agreed technical specification.

Deadlines are automatically extended in the following cases:

• the Customer delays providing materials, access or feedback; the deadline is extended by the delay period plus at least 3 business days for restart;
• the Customer changes requirements, scope or priorities during the work;
• failures occur in third-party services, APIs or cloud platforms on which the work result depends;
• force majeure circumstances occur.

The Contractor notifies the Customer of any deadline extension within a reasonable time after the relevant circumstances arise. Penalties do not apply to delays caused by the above circumstances.

8. Acceptance of Work and Warranty Period

Upon completion, the Contractor sends the Customer the work result and an acceptance certificate electronically. Within 5 (five) business days, the Customer shall either sign the certificate or send a reasoned refusal with a complete list of deviations from the technical specification.

If the Customer does not sign the certificate and does not send a reasoned refusal within this period, the work is deemed accepted and the certificate is deemed signed unilaterally. This period may not be extended unilaterally by the Customer without the Contractor’s written consent.

A reasoned refusal must contain a specific list of deviations from the technical specification. Comments outside the technical specification are not grounds for refusal. Minor defects that do not prevent intended use of the result are not grounds for refusing to sign the certificate and are corrected during the warranty period.

The warranty period is 30 (thirty) calendar days from the signing date of the acceptance certificate. During this period, the Contractor corrects defects free of charge if they simultaneously:

• result from improper performance by the Contractor;
• are not related to Customer changes to code, settings, environment or third-party actions;
• do not result from using the work result in ways not provided for by the technical specification;
• are not caused by changes in third-party APIs, platforms or services after delivery.

9. Intellectual Property

After full payment, the Contractor transfers to the Customer the exclusive right to unique software modules and other intellectual property created under the Agreement, to the extent expressly specified in the technical specification/commercial proposal.

The Contractor retains:

• all rights to universal, reusable components, libraries, templates, frameworks and tools developed by the Contractor independently of this Agreement or earlier;
• the right to use general technical approaches, methods, algorithms and architectural patterns in other projects;
• the right to use the project in the portfolio unless prohibited by a separate written agreement.

Until full payment, the Customer may not use transferred source code, integrations or other materials in production.

10. Confidentiality

Each Party undertakes not to disclose the other Party’s confidential information obtained in connection with the Agreement during the term of the Agreement and for 3 (three) years after its termination.

The Contractor’s confidential information includes source code before transfer, architectural solutions, working methods, internal tools and know-how. The Customer’s confidential information includes business logic, customer data and trade secrets.

This section does not apply to information that becomes publicly available without fault of a Party or must be disclosed at the request of authorized state authorities.

11. Liability of the Parties

The Parties are liable for non-performance or improper performance of their obligations under the Agreement in accordance with the laws of the Russian Federation.

Limitation of the Contractor’s liability. The Contractor’s aggregate liability to the Customer for any claims arising from or related to the Agreement may not, under any circumstances, exceed the amount of the advance payment actually paid by the Customer for the relevant project.

The Contractor is not liable under any circumstances for:

• indirect, incidental or unnamed losses of the Customer, including lost profit, reputational damage, data loss and similar losses;
• operability, availability or policy changes of third-party services, APIs, cloud platforms or infrastructure not controlled by the Contractor;
• consequences of Customer changes to code, settings or operating environment without notifying the Contractor;
• inability or delay caused by the Customer’s failure to provide required materials, access or feedback;
• results of using the delivered software in ways not provided for by the technical specification;
• losses resulting from acts or omissions of third parties.

12. Force Majeure

The Parties are released from liability for partial or complete non-performance if caused by force majeure circumstances: natural disasters, military actions, mass unrest, actions of state authorities, major internet infrastructure failures, epidemics and other circumstances beyond the reasonable control of the Parties.

If force majeure continues for more than 60 (sixty) days, either Party may terminate the Agreement after settling payment for work actually performed. In this case, the advance payment for the unperformed part is returned minus the Contractor’s confirmed expenses.

13. Dispute Resolution

All disputes arising from or in connection with the Agreement shall be resolved by negotiation. The pre-trial claim procedure is mandatory: a claim must be sent in writing, and the response period is 30 (thirty) calendar days from receipt.

If no agreement is reached through negotiations, the dispute is submitted to the court at the Contractor’s location: Vyborg, Leningrad Region.

The applicable law is the law of the Russian Federation.

14. Term of the Offer and Amendments

This offer becomes effective upon publication on the website and remains valid indefinitely until withdrawn or replaced by a new version.

The Contractor may amend the terms of the offer at any time. Amendments take effect upon publication of the new version on the website: chigrinov.ru/en/legal/offer.

Amendments do not apply to Agreements concluded before the amendments take effect.

15. Contractor Details