INMII SUPPLIER AGREEMENT-OFFER

This Agreement governs Supplier participation in the INMII digital platform. Platform operator: INMII LLP (ТОО «INMII»), BIN 260740025815.

1. Definitions

1.1. Supplier means a sole proprietor, legal entity or other business entity lawfully operating and registered with INMII.

1.2. Representative means an individual accepting this Offer and acting on behalf of a Supplier.

1.3. User means a person creating a Project, item list, request or other requirements using INMII.

1.4. Request-package / Request means one structured set of requirements from one User, regardless of the number of items in it.

1.5. Commercial Offer means a Supplier’s offer relating to a specific Request.

1.6. Deal ID means the unique identifier of a specific purchase/transaction used by INMII for accounting.

1.7. Successful Transaction means a purchase of goods attributable to INMII within the 90-day attribution window where the User has paid the full price and the goods have actually been transferred/delivered to the User; payment and transfer are supported by legally available evidence.

1.8. Return means a lawful full or partial refund for goods. Attribution Window means 90 calendar days from a verified introduction of the relevant need/contact through INMII. Existing Customer means a person with whom the Supplier was verifiably actively dealing on the same need before receiving the relevant INMII lead.

1.9. BUSINESS means paid Supplier access with its terms, period, limits and price displayed before checkout. The User DESIGNER subscription is not a Supplier tariff.

2. Acceptance and registration

2.1. This Agreement is concluded through the Supplier Representative's explicit electronic acceptance of this Offer.

2.2. The Representative confirms that they have sufficient authority.

2.3. INMII may record Supplier ID, Supplier name and BIN/IIN, Representative information, Offer version, date/time, language and acceptance method.

2.4. The Supplier must keep registration and commercial information up to date.

3. Role of INMII

3.1. INMII provides digital infrastructure for Supplier registration, catalogue processing, demand and supply matching, receiving Requests, preparing responses, sharing approved contact details, transaction recording and calculations.

3.2. INMII does not purchase goods from the Supplier or resell them to the User.

3.3. The sale and purchase contract for goods is concluded directly between the Supplier and the User.

3.4. INMII does not guarantee any particular number of Requests, contacts, clients, sales, turnover, profit, conversion or return on BUSINESS expenditure.

4. FREE

4.1. FREE provides access to up to 30 Request-packages per calendar month, but no more than 5 Request-packages per calendar day.

4.2. The limit is reset monthly. Unused allowance does not carry over unless expressly shown in the interface.

4.3. The stated 30/5 figures are maximum access limits, not a promise by INMII to provide the Supplier with that number of clients or Requests.

4.4. FREE does not exempt the Supplier from paying the 3% commission on a Successful Transaction.

5. BUSINESS

5.1. BUSINESS provides expanded access to INMII's commercial opportunities and functions.

5.2. The price may depend on the number of stores, categories, product range, regions, delivery geography, managers, integrations and other parameters.

5.3. The exact BUSINESS price and included functions are displayed before payment.

5.4. BUSINESS is not the purchase of guaranteed clients or sales.

5.5. If automatic renewal is used for a particular BUSINESS plan, it is enabled only after the Supplier's separate explicit consent. Cancelling automatic renewal stops future charges and preserves access until the end of the paid period. Cancelling BUSINESS early does not entitle the Supplier to a refund for the current paid period; access continues until its end, unless the law provides otherwise.

5.6. Duplicate charges and confirmed payment errors are adjusted in accordance with law and payment rules.

6. Catalogue and commercial information

6.1. The Supplier is independently responsible for the truthfulness and currency of company and store details, product range, prices, availability, product codes, dimensions, materials, characteristics, certificates, manufacturers, lead times, delivery and warranties.

6.2. The Supplier confirms it has rights to the logos, photographs, descriptions, trademarks, catalogues and other materials it provides.

6.3. The Supplier grants INMII a non-exclusive right to store, technically process, structure, match and display its materials for operation of the Platform.

6.4. INMII may automatically recognise PDFs, files, catalogues and accessible Supplier sources. Before display to a client, structured commercial data must be confirmed by the Supplier or originate from a source for whose currency the Supplier is responsible.

6.5. Automated processing or display of information by INMII does not confirm its accuracy or the quality or technical suitability of goods.

7. Request distribution

7.1. INMII independently determines the order and priority of Requests with regard to category, geography, delivery, product range, response speed, service quality, activity, plan, rotation and other factors.

7.2. INMII may use distribution in waves: initially to a limited relevant group, then to additional Suppliers if necessary.

7.3. BUSINESS may expand access to relevant demand and functions but does not grant a monopoly on Requests.

7.4. Exact scoring, routing, rotation, weights, anti-fraud thresholds and other internal mechanisms are INMII proprietary know-how and are not disclosed unless required by law.

8. Commercial offers and discounts

8.1. The Supplier must state the current price, availability, offer validity, delivery period, delivery terms, warranty and other material terms.

8.2. If the price or availability changes, the Supplier must notify the User before the transaction is concluded.

8.3. The Supplier independently determines any special discount for INMII Users. No mandatory minimum discount applies.

8.4. If a specific discount has been offered to the User, the Supplier must honour its terms.

8.5. Artificially raising the base price solely to create a fictitious discount is prohibited.

9. User contact details

9.1. As a rule, the Supplier receives information needed to respond to a Request without automatic disclosure of a direct phone number.

9.2. Direct contact details are shared with a particular Supplier after separate authorisation by the User.

9.3. If BUSINESS functionality permits requesting contact details, the Supplier may make one such request for a specific Request. If the User declines, no repeated request may be made for the same Request.

9.4. Received contact details are used for the purpose of the specific Request, consultation, order and related activities. Unrelated marketing requires a separate lawful basis.

10. Deal ID and transaction recording

10.1. For accounting, INMII may use Project ID/QR, Lead ID, Deal ID and other identifiers.

10.2. Each separate purchase may be assigned its own Deal ID.

10.3. The Supplier records the transaction within 3 business days of receipt of full payment and also records the delivery/transfer status. If transfer has not occurred, commission does not accrue until transfer is confirmed.

10.4. The Supplier states the actual price of the goods, applicable discount, payment date and other necessary information.

10.5. INMII may request confirmation from the User and, where sufficient evidence is available, review a transaction even if the Supplier fails to act.

10.6. A Project QR/ID, Lead ID and separate purchase Deal ID may be used. Lawful receipts/payment statements may evidence payment; waybills, delivery records, collection confirmations or comparable verifiable records may evidence transfer. INMII assesses both parties’ evidence in a dispute.

11. INMII 3% commission

11.1. The Supplier pays INMII 3% of the Commission Base for a Successful Transaction. This is the final all-inclusive rate and includes any taxes applicable to INMII, including VAT if chargeable. A change in INMII’s tax status does not by itself increase the total rate beyond 3%.

11.2. The commission base is the value of goods actually paid for by the User after discounts and less amounts refunded.

11.3. Separately itemised delivery, assembly, installation and other separately provided services are excluded from the commission base.

11.4. If delivery/installation/another service is not separately itemised within the total price, the Supplier must provide a reasonable breakdown for its exclusion from the base.

11.5. Each party fulfils its own tax obligations under Kazakhstani law. INMII provides the applicable invoice, act and, where legally required, electronic VAT invoice or other mandatory document; absence of a duty to issue a particular document does not waive proper settlement evidence.

12. Accrual, reconciliation and payment of commission

12.1. Commission accrues only when both conditions are met: the User has actually paid 100% of the price of the relevant goods, and those goods have actually been transferred/delivered to the User. A Request, deposit, reservation or contact does not itself create commission.

12.2. For returns, commission is included in settlement no earlier than 30 calendar days after the later of full payment or delivery/transfer. Statutory later returns remain adjustable.

12.3. INMII prepares a monthly statement which may include Deal ID, date, goods amount, refund, commission base, 3% and status.

12.4. The Supplier has 3 business days from receipt of the statement to submit a reasoned objection to any specific entry.

12.4.1. Entries against which the Supplier has not submitted a reasoned objection within the stated period are deemed reconciled for settlement purposes. A documented error may be corrected later, including in the event of a return, fraud or where mandatory law requires.

12.5. Following reconciliation, the Supplier pays the commission due within 10 business days after dispatch of the final statement/settlement document unless a different period is expressly stated in an agreed document.

12.5.1. The invoice, act/register and other applicable documents are sent through the account, confirmed email or an electronic document-exchange system in a lawful format. Settlements are in KZT. Overdue reconciled commission bears a penalty of 0.1% of the overdue amount for each calendar day, capped at 10% of that overdue amount, without extinguishing the principal debt.

12.6. A refund after commission payment is adjusted in the next period; if there is no further period, the excess is lawfully refunded or offset by agreement.

13. Attribution and existing customers

13.1. The attribution window is 90 calendar days from the relevant introduction/identification of the User or requirements through INMII.

13.2. If the purchase takes place within the attribution window, the subsequent purchase/payment channel does not affect attribution to INMII, including an in-store purchase, Supplier website, WhatsApp, bank transfer or another channel.

13.3. Commission is not charged if the Supplier documents that, before receiving the relevant INMII lead, it was already actively working with the same User on the same purchase/requirements.

13.4. Merely having a phone number in an old customer database, without evidence of active work on the same requirements, is insufficient.

13.5. Deliberate concealment of an attributable transaction, tampering with Deal IDs or diverting a sale to an affiliate to avoid commission is a material breach. INMII may claim the commission and documented losses and temporarily restrict access while providing an opportunity to explain. No separate fixed concealment fine is imposed.

13.6. For a disputed Deal ID INMII may request transaction-related records in the minimum necessary amount, masking irrelevant personal data. The Supplier provides them or a reasoned response within 5 business days; unjustified failure may be considered in weighing evidence and may lead to temporary functional restrictions.

14. Responsibility for goods and visualisations

14.1. The Supplier is the independent seller and bears statutory responsibility to the User for quality, safety, authenticity, certificates, completeness, warranty, timing, delivery and returns.

14.2. Displaying a product card, forwarding a Request, sharing contact details or charging commission does not make INMII the seller or guarantor of goods.

14.3. Goods may be shown in an AI visualisation. The image is illustrative; actual colours, textures and proportions may differ.

14.4. The Supplier is responsible for the correctness of the supplied product code and characteristics.

15. Complaints, Trust and sanctions

15.1. INMII may receive and investigate complaints relating to a particular Request, offer or transaction.

15.2. The process may include: complaint → evidence → response of the other party → review → decision.

15.3. Possible measures include finding no breach, warning, limiting functions/Requests, reducing internal Trust, temporary or permanent suspension.

15.4. A serious risk of fraud may warrant a temporary restriction pending review.

15.5. BUSINESS does not provide immunity from Trust or anti-fraud mechanisms.

16. Personal data

16.1. The Supplier's Representative reads the INMII Privacy Policy and provides the required consent to processing their own personal data.

16.2. After lawful sharing of a User's contact details, the Supplier is independently responsible for subsequent processing within the relevant purpose and applicable law.

16.3. Selling, transferring or using contact details for unrelated purposes without a lawful basis is prohibited.

17. Intellectual property and confidentiality

17.1. The Supplier retains rights to catalogues and content it owns, granting INMII the rights required for analysis, matching, display and comparison.

17.2. The Supplier acquires no rights to INMII source code, routing models, rulesets, scoring, rotation, anti-fraud, prompts or other proprietary know-how.

17.3. The Supplier must take reasonable measures to protect INMII's non-public technical and commercial information received through Platform use.

18. INMII liability

18.1. INMII is responsible for its own digital functionality under this Agreement and mandatory law.

18.2. INMII does not guarantee the User's ability to pay, lead quality, sales volume, profits, acts of third parties or performance of the User–Supplier contract.

18.3. To the maximum extent permitted by law, INMII is not liable for matching, visualisation or commercial output errors caused by inaccurate, incomplete or out-of-date Supplier data.

18.4. Nothing excludes liability that cannot be excluded or limited under mandatory law.

18.5. Between businesses and to the fullest extent permitted by law, INMII’s aggregate liability for ordinary contractual claims is limited to BUSINESS payments actually received from the Supplier during the preceding six months. If there were no BUSINESS payments, applicable general law applies without a zero-liability cap. The limitation does not apply to intentional breaches or where prohibited by law.

19. Duration, termination and amendments

19.1. This Agreement takes effect upon electronic acceptance and continues until the Supplier ceases participation or a new version replaces it in accordance with the applicable procedure.

19.2. Cessation of participation does not cancel commission obligations already incurred or the applicable 90-day attribution window for leads shared before termination.

19.3. INMII may change tariffs and limits prospectively. Existing confirmed financial obligations are not retroactively amended except to correct errors, returns, fraud or where required by law.

19.4. A material new version may require renewed acceptance.

19.5. The Supplier may terminate participation by notifying INMII through the account or support@inmii.io at least 10 calendar days beforehand; accrued obligations, open reconciliations and attribution for previously introduced leads survive.

19.6. A party affected by documented force majeure notifies the other within a reasonable time; consequences are determined by Kazakhstani law. Accrued monetary obligations do not automatically cease.

19.7. Each party protects non-public commercial data, algorithms and received contacts after termination to the extent required by contract and law.

20. Disputes and applicable law

20.1. The laws of the Republic of Kazakhstan apply.

20.2. Claims should be sent to support@inmii.io.

20.3. The parties seek to resolve disputes through negotiation, data reconciliation and written claims correspondence before pursuing other legal remedies.

20.4. Business disputes are heard by the competent courts of Kazakhstan. The parties may agree on territorial jurisdiction at INMII’s location in Astana to the extent procedural law allows. This Offer does not automatically submit disputes to arbitration or AIFC courts.

20.5. Service notices are sent to the account or confirmed email with electronic records. RU/KK/EN versions are consistent in meaning; if they differ, the Russian drafting version is the reference except where mandatory Kazakhstani law provides otherwise.

Company details and contacts

INMII LLP (ТОО «INMII»)

BIN: 260740025815

Address (also the mailing address): Republic of Kazakhstan, Astana, Sarayshyq District, 10 Raqymzhan Qoshqarbayev Avenue, Apt. 1801, postal code 010000

Director: Матийко Людмила (Lyudmila Matiyko)

Website: inmii.io

Email: support@inmii.io

Telephone: +7 776 650 0700