Teics | The Laboratory for robotized oilfield development

Public offer for the provision of services by LLC TEICS

Moscow, Russian Federation

This document is an offer of TEICS, Limited Liability Company, (hereinafter referred to as Contractor) to enter into Agreement for TEICS Services according to the conditions below.

1. DEFINITIONS AND TERMS
1.1. For the purposes of unambiguous interpretation of this document, the following terms are used in the following meanings:
1.1.1. Offer – this document “Public offer for the provision of services by TEICS” published on the website https://www.teics.com/registration/.
1.1.2. Services, or TEICS Services – a set of services rendered by the Contractor to the User by providing a possibility during a certain time to use a TEICS on-line service for field modeling and selection of well interventions and measures optimizing flooding systems on the basis of simplified physics-based models and machine learning algorithms (hereinafter referred to as TEICS service) located on the website: https://online.teics.com. TEICS service is hereinafter referred to as Service. The Services include, in particular:
1) Consulting of the User on possibilities of the Service and work in it;
2) Work related to User’s applications with regard to errors in the Service functioning;
3) Provision of the User with a possibility to use the TEICS service during a pre-paid period and in accordance with the pre-paid tariff plan.
1.1.3. Registration page – a web page located at the address https://www.teics.com/registration and used for entry of data necessary for registration as a User.
1.1.4. User – an individual or a legal entity registered on the Registration page as a user of Services, with assignment of a unique identification code (login) to him, who in doing so performed Offer Acceptance.
1.1.5. Offer Acceptance – full and unconditional acceptance of the Offer by doing actions specified in article 9 of the Offer. Offer Acceptance means entering into an Agreement.
1.1.6. Agreement – an agreement between the Contractor and the User for the provision of TEICS Services, which is entered into through Offer Acceptance.
1.1.7. Customer – a User who has paid for the Services on the basis of an Agreement. Therefore, all provisions of the Offer and the Agreement addressed to the User are fully applied to the Customer.
1.1.8. The Contractor and the User/Customer are together referred to as Parties.
1.2. The Offer can use terms not defined in para. 1.1. of the Offer. In this case such term shall be interpreted in accordance with the text of the Offer. If there is no unambiguous interpretation of the term in the text of the Offer, it is required to interpret such term as defined: first of all, in the legislation of the Russian Federation, second of all, on the website https://www.teics.com, and then as it is customary (generally used) on the Internet.

2. SUBJECT OF THE AGREEMENT
2.1. According to the Agreement, the Contractor provides the User with paid and gratuitous TEICS Services under conditions of the Offer, as well as paid services for the additional setup of the Service upon a Customer’s request. Gratuitous TEICS Services are provided to the User under a free tariff plan and within a trial period. In other cases paid TEICS Services are provided.

3. CONDITIONS OF SERVICES PROVISION
3.1. The User undertakes before entering into an Agreement to read and understand the Offer posted by the Contractor on its website at the address: https://www.teics.com/registration/.
3.2. The User is solely responsible for the security and confidentiality of registration data: login(s) and password(s). All actions performed with the use of the login(s) and password(s) of the User are considered as performed by the User. The User is solely responsible before third parties for all actions performed with the use of the login(s) and password(s) of the User. The Contractor is not responsible for unauthorized use of User’s registration data by third parties.
3.3. In order to use the TEICS service, the User shall have a computer connected to the Internet. All issues related to the purchase of rights for access to the Internet, the purchase and setup of equipment and software products required for this purpose are not subject hereto and are solved solely by the User.

4. PERSONAL DATA PROCESSING POLICY
4.1. By accepting this Offer, the User expresses his/her consent to personal data processing by the Contractor, including his/her surname, name, patronymic name, e-mail address, telephone, the name of the company he/she represents and the sphere of activity. By accepting the Offer, the User confirms that he/she has read and understood the personal data processing policy published by the Contractor under conditions of the Offer on its website at the address: https://www.teics.com/registration/.
4.2. The Contractor uses personal data of the User to identify the User and to interact with the User in the framework of the Agreement.
4.3. Processing of personal data includes their storage, processing and destruction.
4.4. The User expresses his/her consent to receive newsletters of the TEICS service, advertisements, as well as system messages and notifications related to the work of the Service and the status of the User’s subscription in the Service to his/her email address specified during registration as a User.
4.5. The Contractor is obliged to destroy personal data of the User upon receiving a written request about personal data destruction from the User. The User may refuse to receive newsletters by following an “Unsubscribe” link added in each newsletter.
4.6. The consent of the User to processing of his/her personal data is valid during the whole term of the Agreement.

5. RIGHTS AND LIABILITIES OF THE CONTRACTOR
The Contractor undertakes to:
5.1. Provide TEICS Services to the User in accordance with the Agreement entered into under the conditions of the Offer.
5.2. When providing the Services under the Agreement, ensure access of the User to the functions of TEICS through a client web interface using a login (logins) and a password (passwords) of the User, however, the Contractor is not responsible if the User can not use the functions of TEICS due to reasons not depending on the Contractor.
5.3. Upon a request of the Customer, issue invoices for the Services.
5.4. Upon a request of the Customer, provide service handover/acceptance certificates and tax invoices, if the Customer is a legal entity or a self-employed entrepreneur.
5.5. Ensure confidentiality of the User’s registration data, as well as his/her login(s) and password(s).
5.6. The Parties have agreed that the condition of preserving confidentiality of registration data specified by the Customer during registration on the Registration page and/or when entering into the Agreement does not apply for cases when the Contractor uses such data to issue invoices for the Services, tax invoices to the Customer or to prepare Service handover/acceptance certificates with the Customer. The listed documents shall include data and details provided by the Customer.
Contractor has the right to:
5.7. Use the data of the User in an aggregated depersonalized manner which does not allow third parties to obtain personal data and confidential information of the User, including commercial, professional, corporate, as well as other kinds of secrets.
5.8. On a temporary basis suspend the provision of Services under the Agreement to the User due to technical, technological or other reasons preventing from providing the Services, for the time until such reasons are eliminated.
5.9. Suspend the provision of the Services under the Agreement and/or terminate the Agreement ahead of schedule unilaterally without a court decision in cases the User violates his/her liabilities and/or warranties adopted in accordance with the Agreement.
5.10. Terminate the Agreement unilaterally and delete the User’s data without a notification if the User has not accessed the functions of the Service through a client web interface using the login(s) and password(s) of the User during six (6) consecutive calendar months.

6. RIGHTS AND OBLIGATIONS OF THE USER AND THE CUSTOMER
6.1. The Customer undertakes to pay for the Services of the Contractor under the Agreement following a procedure and within time frame established in the Offer (Agreement).
6.2. The User undertakes to go through a registration procedure. The User agrees to provide truthful, accurate and full information about himself/herself in relation to questions offered in the registration form, and to maintain this information up-to-date. If the User provides untrue information or if the Contractor has serious reasons to assume that the information provided by the User is not true, not full or not accurate, the Contractor has the right to suspend or to cancel the registration of the User or refuse to provide the service to the User.
6.3. Upon finalization of the registration process, the User (a User’s representative) receives a login and a password for the access to the web interface providing access to information belonging to the User. The User is responsible for the security of its login and password (logins and passwords of the User’s representatives), as well as for everything that will be done at the TEICS service using the login(s) and password(s) of the User (User’s representatives). The User agrees that he/she is obliged to immediately inform the Contractor about any case of unauthorized (not permitted by the User) access with the login and the password of the User (User’s representative) and/or about any security violation. He/she also agrees that the User and all his/her representatives finish work under their login and password on their own (“Exit” link) upon finalization of each work session with the TEICS service.
6.4. The User agrees not to use the TEICS service for: a) willful violation of local, Russian legislation or standards of international law; b) disturbance of the TEICS service normal work.
6.5. The User may not hand over his/her rights under the Agreement to any third party.

7. PROPRIETY RIGHTS OF THE CONTRACTOR
7.1. The User acknowledges and agrees that the TEICS service and all necessary programs related to it contain confidential information which is protected by the intellectual property laws and other international laws. Neither the User, nor any other persons with the assistance of the User will copy or change the software; create programs derived from the software; gain access to the software in order to obtain program codes; sell, lease or hand over any rights in relation to the software and the Service provided to the User to third parties, as well as to modify the Service, including for obtaining unauthorized access to it.

8. COST OF SERVICES AND PAYMENT CONDITIONS
8.1. The User pays for the paid Services to the Contractor in accordance with the scope of data used by the User in the TEICS Service and the duration of the TEICS Service use by the User. The Contractor unilaterally establishes the cost and the duration of the Services depending on the number of fields participating in calculations, the number of wells, layers, layer groups in these fields and the duration of their development period. Once established, the cost and conditions of Services provision are specified in an invoice issued by the Contractor and are valid until the next change and during the whole period pre-paid by the Customer. The change of cost and conditions of Services provision shall be brought to the notice of the Customer not less than 30 days in advance before these changes come into force by means of notification via an e-mail to the e-mail address of the User specified by him/her during registration.
8.2. The Services shall be paid for in Russian roubles by money transfer:
8.2.1. Customers being legal entities and self-employed entrepreneurs shall pay with a bank transfer to the settlement account of the Contractor from the settlement account of the Customer company.
8.2.2. Customers being individuals can pay in the following way: payments effected by a bank transfer to the settlement account of the Contractor from the settlement account of the Customer being an individual; payments effected by a bank card and other payment methods available in the profile of the Customer in the TEICS service.
8.3. Paid Services are provided to the Customer on the conditions of Services pre-payment. The Customer makes an advance payment amounting to one hundred per cent (100%) of the cost of the ordered Services.
8.4. During five days after the end of each calendar month, the Customer may make motivated claims in relation to the paid Services provided during this month. If the Customer does not make any motivated written claims during this period, the Services are considered as duly provided by the Contractor and accepted by the Customer in their full scope corresponding to the used tariff plan.
8.5. The Contractor is not a value added tax payer as per para. 1 or art. 145.1 of the Tax Code of the Russian Federation (certificate of LLC TEICS registration as a participant of the Skolkovo project No. 1121572 dated 14.09.2016).

9. OFFER ACCEPTANCE AND ENTERING INTO AN AGREEMENT
9.1. The fact of registration as a User on the Registration page means unconditional acceptance of the Offer by the User.

10.OFFER VALIDITY PERIOD AND CHANGE OF OFFER CONDITIONS
10.1. The Offer comes into effect from the moment of being published on the Internet at the address https://www.teics.com/registration/ and is valid until the Contractor withdraws the Offer.
10.2. The Contractor reserves the right to make changes in the conditions of the Offer and/or withdraw the Offer at any moment at its own discretion. If the Contractor makes changes in the Offer, such changes come into effect from the moment when the changed Offer text is published on the Internet at the address specified in para. 10.1 if another period of coming into effect is not defined additionally during such publication.

11.AGREEMENT VALIDITY PERIOD AND CHANGE OF THE AGREMENT
11.1. The Acceptance of the Offer by the User made according to article 9 of the Offer creates an Agreement (article 438 of the Civil Code of the Russian Federation) under conditions of the Offer.
11.2. The Agreement comes into effect from the moment of the Offer Acceptance.
11.3. The Agreement is entered into for an indefinite period of time and is valid until its termination.
11.4. The User agrees and acknowledges that changes in the Offer lead to the same changes in the existing Agreement entered into by the User and the Contractor, and these changes come into effect at the same time with such changes in the Offer.
11.5. The Contractor may withdraw the Offer at any time, but this does not constitute the ground for refusal to fulfill liabilities of the Contractor under the existing Agreement.

12.TERMINATION OF THE AGREEMENT AND RETURN OF MONETARY FUNDS
12.1. The Agreement may be terminated:
12.1.1. Upon agreement of the Parties at any time;
12.1.2. Upon an initiative of any Party in case the other Party violates the conditions of the Agreement, with a written notification of the other Party;
12.1.3. Upon an initiative of any Party, with a written notification of the other Party thirty (30) days in advance before termination of the Agreement;
12.1.4. Upon an initiative of the Contractor without notifying the User when meeting conditions of para. 5.10 of the Agreement.
12.2. In case of early termination of Services provision when terminating the Agreement, the Contractor returns unused monetary funds to the Customer upon a request from the latter. The amount of unused monetary funds subject to return shall be calculated as monetary funds paid by the Customer to the Contractor under the Agreement less the cost of actually provided Services at the date of Agreement termination and expenses actually incurred by the Contractor in relation to the Agreement. Monetary funds are returned only through a transfer. The funds to be returned can not be transferred to a third party upon a request of the Customer. This paragraph applies both for Customers being individuals and Customers being legal entities.
12.3. The following rules apply for the return of monetary funds to Customers being legal entities or self-employed entrepreneurs:
12.3.1. To return the monetary funds to the settlement account of the Customer being a legal entity or a self-employed entrepreneur, it is required to fill in “Application on the return of monetary funds” which is sent upon a request by the Contractor to the e-mail address of the Customer, and to send it to the address: 426035, Izhevsk, 30 Repin St., 34. Applications are accepted for review with an original stamp of the Customer and a signature of the General Director (or another single-member executive body of the Customer) or a signature of the self-employed entrepreneur. The monetary funds will be returned to the settlement account of the Customer from which the Contractor received monetary funds for the Services earlier, within twenty (20) work days from the day of receiving the “Application on the return of monetary funds” by the Contractor.
12.4. The following rules apply for the return of monetary funds to Customers being individuals:
12.4.1. To return the monetary funds to the bank card or the bank account of the Customer being an individual, it is required to fill in “Application on the return of monetary funds” which is sent upon a request by the Contractor to the e-mail address of the Customer, and to send it together with an attached copy of the passport to the address: 426035, Izhevsk, 30 Repin St., 34. The monetary funds will be returned to the bank account of the Customer which is specified in the application and is opened in Russian roubles, within twenty (20) work days from the day of receiving the “Application on the return of monetary funds” by the Contractor.
12.4.2. To return monetary funds transferred to the settlement account of the Contractor by mistake through the use of payment systems, a Customer being an individual shall fill in a written application and attach a copy of the passport and bills/tickets confirming the transfer by mistake. This application shall be sent to the address: 426035, Izhevsk, 30 Repin St., 34. After receiving the written application with an attached copy of the passport and bills/tickets, the Contractor will carry out the return to the bank account of the Customer which is specified in the application and is opened in Russian roubles, within twenty (20) work days from day of receiving the Application. In this case the amount of the return will equal to the amount transferred by mistake.
12.5. Time taken to review an Application and return monetary funds to the Customer (both being a legal entity and an individual) starts from the moment when the Contractor receives an Application and is calculated in work days with no account to public holidays/non-working days. If the application was received by the Contractor after 6:00 p.m. on a work day or on a public holiday/non-working day, the next work day is considered as the moment when the Contractor receives the Application.

13.WARRANTIES
13.1. During the term of the Agreement, the Contractor will take every effort to eliminate any failures and errors, if they occur, as soon as possible. However, the Contractor does not guarantee the absence of errors and failures during provision of Services to the User, including in relation to software operation.
13.2. Except for warranties explicitly specified in the text of the Offer, the Contractor does not provide any other direct or implied warranties under the Agreement and directly waives any warranties or conditions in relation to non-infringement of rights, correspondence of the Services to particular purposes of the Customer.
13.3. By agreeing to conditions and accepting the conditions hereof through Offer Acceptance, the User (or the User’s representative, including an individual duly authorized to enter into an Agreement on behalf of the User) assures the Contractor and guarantees to the Contractor that:
13.3.1. The User (User’s representative) specified truthful data identifying the User (User’s representative) during the registration as a User on the Registration page and truthful data of the User during preparation of payment documents used to pay for the Services.
13.3.2. The User enters into the Agreement voluntarily, besides, the User (User’s representative): a) has full knowledge of the Offer conditions, b) fully understands the subject of the Offer and the Agreement, c) fully understands the meaning and consequences of his/her actions in relation to entering into and executing the Agreement.
13.3.3. The User (User’s representative) has all rights and powers necessary to enter into and execute the Agreement.

14.LIABILITIES AND LIMITATION OF LIABILITIES
14.1. In case of violating the conditions of the Agreement, the Parties are held liable in accordance with the Agreement and/or applicable RF legislation.
14.2. In no circumstances shall the Contractor be liable under the Agreement for the following: a) for any action/inaction resulting directly or indirectly from an action/inaction of the User and/or third parties; b) any indirect losses and/or loss of profits of the User and/or third parties not depending if the Contractor was able to foresee the possibility of such losses or not; c) the use (loss of use) and any consequences of the use (loss of use) by the User of the selected form of payment for the Services under the Agreement, as well as the use/loss of use by the User and/or third parties of any means and/or methods of information transmission/acquisition.
14.3. The Contractor is not liable for possible data loss or corruption which can occur through a violation of para. 6.3 of this Offer by the User.
14.4. The User understands and accepts that the Contractor is in no way liable for all information published in the TEICS service. The User is fully responsible for all information which he/she downloads, sends, hands over or processes in any other way and/or makes available with the TEICS service. In no circumstances shall the Contractor be liable for information published in the service.
14.5. If the Customer has justified claims in relation to the quality or completeness of the provided TEICS Services, the Customer may require reimbursement of the sustained (supported by documents) losses and/or early termination of the Agreement by preparing a Notification The Contractor undertakes to reply to the Notification with an official letter within a ten-day period from the moment of receiving the Notification. If the claims of the Customer are recognized as justified, the Contractor, upon a request of the Customer, shall reimburse for the losses inflicted to the Customer within the limits of the cost of the TEICS Services provided to the Customer during one (1) month preceding the moment when the Customer has the claim, and/or terminate the Agreement.
14.6. Upon the occurrence of the force majeure circumstances which could not be foreseen or prevented using reasonable measures by a party under the Agreement, the due date under the Agreement shall be postponed in proportion to the period during which such circumstances remain in effect, without recovery of any losses. If the Contractor encounters a situation when it becomes impossible to fulfill its obligations due to force majeure circumstances, the Contractor is obliged to inform the User about the occurrence, supposed duration and termination of such circumstances immediately (but not later than five (5) work days) by publishing information on its web site or by e-mail. The force majeure circumstances include events which can not be influenced by the Party, and for occurrence of which the Party is not responsible, including, but not limited to: war, rebellion, strike, earthquake, flood, other natural disasters, fire, power failures occurred through no fault of the Parties, actions and acts of government agencies adopted after entering into the Agreement and making it impossible to fulfill obligations established by the Agreement, and other unforeseen circumstances, as well as events and phenomena not controlled by the Parties. If force majeure circumstances and/or their consequences remain in force for more than thirty (30) calendar days in a row, the Agreement can be terminated upon an initiative of any party by sending a written notification to the other party.

15.OTHER CONDITIONS
15.1. The Agreement, its conclusion and execution are subject to applicable legislation of the Russian Federation. All issues not regulated or not fully regulated by the Offer shall be regulated in accordance with the substantive law of the Russian Federation. If disputes between the User and the Contractor in relation to the Agreement are not settled through negotiations of the Parties, they are subject to consideration following a procedure foreseen by applicable legislation in the Arbitration Court of Moscow.
15.2. Any notifications related to the Agreement can be sent by one Party to the other Party: 1) by e-mail: a) to the e-mail address of the User specified during registration from the e-mail address of the Contractor specified in article 16 of the Offer in case the recipient is the User, and b) to the e-mail address of the Contractor specified in article 16 of the Offer from the e-mail address of the User specified during registration in case the recipient is the Contractor; 2) by fax; 3) by post with notification of the delivery or by a courier service with confirmation of the delivery.
15.3. If one or more provisions of the Offer are due to some reason invalid, null and void, such invalidity does not affect the validity of the Offer as a whole or the validity of any other provision of the Offer (Agreement) remaining in force.
15.4. Without any prejudice to any condition of the Offer, the User and the Contractor may at any time enter into an Agreement for Service provision in a form of a written bilateral document.

16. DETAILS OF THE CONTRACTOR
Name: LLC TEICS
Legal address: 143026, Moscow, Territory of the Skolkovo Innovation Center, 7 Nobel St., off. 75
Postal address: 426039, Izhevsk, Votkinskoe highway, 170E, office 710
INN 0277127279, KPP 773101001
OGRN 1130280009353
Tel./fax: (347) 224-25-77
Email: 1@teics.com
Settlement account 40702810106000002264 in Branch No. 8598 of SBERBANK of RUSSIA
Correspondent account 30101810145250000974 BIC 044525974

Address on the Internet: https://www.teics.com/registration/.
Date of the latest update 20 May 2020