Counterparty Engagement Policy of SimbirSoft JSC

Version 2 (dated August 20, 2025)

1. Preamble

1.1. The provisions of this Counterparty Engagement Policy (hereinafter referred to as the “Policy”) shall apply to contracts concluded between Joint Stock Company “SimbirSoft” (hereinafter referred to as the “Company”) and any counterparty performing work (providing services)/supplying and/or selling goods to the Company, provided that the Parties agreed to the application of this Policy.

1.2. Definitions:

1.2.1. Company – Joint Stock Company “SimbirSoft”

1.2.2. Counterparty – a party to a contract concluded with the Company, acting under such agreement as a contractor/service provider/supplier/seller.

1.2.3. Contract – an agreement between the Company and the Counterparty on the establishment, modification, or termination of civil rights and obligations.

1.2.4. Parties – the Counterparty and the Company.

1.3. The provisions set forth in this Policy, the relations between the Company and the Counterparty arising in relation to the application of this Policy, as well as issues not regulated by this Policy and the Contract, shall be governed by the applicable laws of the Russian Federation.

1.4. The Company reserves the right to amend this Policy. The Counterparty shall be notified of any amendments by receiving updated information on the Company’s website at: https://www.simbirsoft.com. The Counterparty undertakes to comply with and promptly review any amendments to the Policy in a timely manner on the website.

1.5. This Policy shall apply to the relations between the Counterparty and the Company provided that the application of this Policy is agreed upon in the Contract and the Contract contains a provision stating that this Policy constitutes as integral part thereof.

1.6. In the event of any conflict between the Contract and the Policy, the Policy shall prevail over the terms of the Contract.

2. Representations and Warranties

2.1. The Counterparty represents and warrants that it shall use, publish, or disclose information about the Company (or its representatives), including disclosing that the Company is and/or has been the Counterparty’s client, only with the Company’s prior written consent.

2.2. The Counterparty represents and warrants that it:

2.2.1. possesses the personnel, property, and material resources required to perform its obligations under the Contract and, if subcontractors are engaged, exercises due diligence to ensure that such subcontractors meet these requirements;

2.2.2. maintains accounting records and prepares financial statements in accordance with the legislation of the Russian Federation and applicable regulatory legal acts on accounting, and submits tax reports to the tax authorities in a timely and complete manner;

2.2.3. pays all taxes, duties, and insurance contributions in a timely and complete manner;

2.2.4. ensures that persons signing the Contract and primary documents on its behalf have all necessary authority and powers of attorney.

2.3. The Counterparty represents and warrants that it holds all the permits, authorizations, and other documents required for the proper performance of its obligations under the Contract in accordance with the applicable laws of the Russian Federation.

2.4. The Counterparty represents and warrants that the works/services/goods/rights provided under the Contract are free from third party claims and encumbrances, have been lawfully introduced into civil circulation within the territory of the Russian Federation, and their use does not infringe the rights or legitimate interests of third parties, including intellectual property rights and/or means of individualization (exclusive rights).

3. Payments

3.1. The Contract price shall be established in rubles and include any expenses necessary for the performance of the Counterparty’s obligations under the Contract.

3.2. Payment shall be made on the basis of an invoice issued by the Counterparty and received by the Company. The payment date shall be deemed the date on which funds are debited from the company’s bank correspondent account.

4. Confidentiality.

4.1. For a period of five (5) years from the date of execution of the Contract, the Counterparty shall not disclose the Company’s confidential information obtained in the course of performing works/rendering services/supplying/selling goods to any third parties or use such information for its own benefit and/or for the benefit of third parties.
The Company constitutes as confident information any current or future technical, financial, or business information, software products, systems, codes, algorithms, schemes and other intellectual property, statistics, data, plans, specifications, documents, trade secrets, ideas, concepts, business processes, technologies, pricing strategies and information, personal data of employees, information about partners, results obtained under the Contract, information having commercial value or providing advantages to a Party, information contained in a Party’s information systems to which the Party has been granted access, and any other confidential information of the Company obtained by the Counterparty in any form or on any medium.

4.2. Each Party may, without prior consent, disclose confidential information to its affiliates, consultants, and government authorities.

5. Personal Data

5.1. Personal data of the Parties’ employees shall constitute confidential information. The parties undertake to ensure the security of personal data during its processing and to comply with the rules and principles for the processing of personal data established by Federal Law No. 152-FZ “On Personal Data’ dated July 27, 2006 and other applicable regulatory and legal acts in the field of personal data protection. By signing the Contract, the Parties confirm that they have been informed that personal data may be used solely for the purposes for which it was provided and undertake to ensure compliance with this requirement.

6. Liability and Dispute Resolution

6.1. In the event that the Counterparty violates the deadlines for the performance of works/services/supply and/or sale of goods specified in the Contract and related requests/specifications, including interim deadlines, the Counterparty shall pay the Company a penalty in the amount of 1% of the value of the delayed works/services/goods for each day of delay until proper performance.

6.2. For failure to timely provide the Company with the originals of documents specified in Clauses 7.1. and 8.5. of this Policy, the Counterparty shall pay, upon the Company’s written demand, a penalty of 1% of the Contract payment amount for each day of delay.

6.3. If the Counterparty is found responsible for the disclosure or misuse of confidential information, the Company shall be entitled to claim a compensation from the Counterparty for damages caused in relation to disclosure or use of such information, as well as a fine of RUB 300,000 (three hundred thousand rubles) for each instance of disclosure.

6.4. All unresolved disputes shall be settled in the Arbitration Court at the claimant’s location in accordance with the applicable laws of the Russian Federation.

6.5. The Counterparty shall reimburse the Company for VAT, penalties, and fines additionally imposed by the tax authority where such charges arise due to:

- breach of warranties regarding compliance with the legislative requirements in terms of tax payments, fees, insurance contributions, preparation and submission of tax reports, and preparation and submission of financial statements;

- improper or untimely issuance and submissions of invoices and other primary accounting documents by the Counterparty during the performance of the Contract or their untimely submission to the Company;

- failure or delay by the Counterparty in reflecting invoices issued to the Company in the VAT return declaration. The Counterparty shall compensate the Company for specified losses within 15 (fifteen) calendar days from the date of the Company’s claim.

7. Acceptance

7.1. Acceptance documents for:

- works (services) shall be submitted to the Company within 5 (five) days from the completion date of the works (services). The completion date of works (services) shall be the date agreed by the Parties in the Contract, and in the case of works (services) performed periodically or on a scheduled basis, the last day of the calendar (reporting) month.

- delivery/sale of goods (invoice/universal transfer document/delivery note and other shipping documents) shall be delivered at the place and time of the actual transfer of the goods to the Company. Delivery without proper shipping and other documentation entitles the Company to refuse acceptance of such goods.

7.2. Documents of acceptance of work (services) may be delivered to the Company in person or sent by mail or courier service to the Company’s address specified in the Contract.

7.3. In case of refusing acceptance, the Company shall, within 20 (twenty) business days from the date of receipt of the acceptance documents, provide a reasoned refusal to the Counterparty, indicating the list of defects, and set a reasonable deadline for the Counterparty to eliminate them. The Company is permitted to provide the reasoned refusal by email. After the Counterparty has eliminated all the defects, acceptance shall be repeated.

7.4. The moment of ownership transfer of the goods from the Counterparty to the Company, as well as the moment of risk transfer of accidental loss or accidental damage to the goods, shall be determined by the moment of the Company signing the acceptance documents.

8. Document Management

8.1. When concluding/amending the Contract via electronic communication, the Parties shall exchange originals of the Contract. Scanned copies of the original Contract/Supplementary Agreements and other documents that are integral parts of the Contract, as well as Acts, invoices, and other primary accounting documents, shall have legal force and effect until the originals are exchanged in paper form or are signed by the Parties via the electronic document management system.

8.2. If the Contract or any appendix thereto provides for the execution of requests/orders/specifications/appendices/supplementary agreements (hereinafter referred to as “Requests”), the performance of works (provision of services)/supply/sale of goods shall be carried out by the Counterparty on the basis of scanned copies of Requests signed by the Company and sent to the Counterparty by email. The company shall have the right to amend such Requests at any time. If the Counterparty does not submit objections prior to acceptance of the Request for execution, the Request or its amendment shall be deemed accepted and shall be binding upon the Counterparty.

8.3. The Parties shall be entitled to send each other Requests, corrections, objections, notifications, claims, reasoned refusals, and other documents issued in fulfillment of the terms of the Contract (hereinafter referred to as “Communications”) to the email addresses specified in the Contract. Communications shall be deemed to have been duly sent by the Company if it is sent from an email address with the domain @simbirsoft.com. The date of the delivery of Communications sent by email shall be deemed the date on which such Communications were sent to the recipient.

8.4. Document exchange under the Contract may be carried out by the Parties in electronic form, including using the electronic document management system.

8.5. The Counterparty shall sign and deliver to the Company the original hard-copy counterparts of the Contract and documents constituting integral parts thereof no later than 10 (ten) calendar days from the date of their execution.

9. Intellectual Property

9.1. All rights to the results of intellectual activity created in the course of performance of the Contract and constituting objects of copyright and related rights shall belong to the Company from the moment of their creation by the Counterparty. Remuneration for the assignment of exclusive rights to intellectual property is included in the cost of services/works/goods agreed upon in the Contract.

9.2. If, during the performance of the Contract, the Counterparty grants the Company rights to use an intellectual property object, the Counterparty represents and warrants that:

• it is the lawful rights holder of the intellectual property object or grants rights to use it on other lawful grounds;

• the Company shall be entitled to use the intellectual property object on the terms of the Contract for the entire agreed period of use;

• the intellectual property object, the assignment of rights to use an intellectual property object, and Company’s use thereof do not infringe and shall not infringe the rights of thor parties for the entire agreed period of use.

10. Termination of the Contract

10.1. The Company shall have the right to unilaterally withdraw from the performance of the Contract out of court by providing written notice to the Counterparty at least 10 (ten) calendar days prior to the intended termination date of the Contract.

10.1.1. The Company shall send to the Counterparty, by email, a notice requesting the return of the funds paid and specifying the payment details for the transfer of such funds.

10.1.2. The Counterparty shall return the funds paid by the Company within 5 (five) calendar days from the date of receipt of the Company’s corresponding notice letter specified in Clause 10.1.1. of this Policy.

11. Anti-Corruption Clause

11.1 In performing their obligations under the Contract, the Parties, their affiliates, employees, or intermediaries shall not pay, offer to pay, or authorize payment of any monetary funds or valuables, directly or indirectly, nor provide, offer to provide, or authorize provision of any services, directly or indirectly, to any persons for the purpose of influencing the actions or decisions of such persons in order to obtain any unlawful advantages or any other unlawful objectives.

11.2. In performing their obligations under this Contract, the Parties, their affiliates, employees, or intermediaries shall not engage in any actions that may be qualified under the applicable legislation as bribery, acceptance of a bribe, commercial bribery, or other actions violating the requirements of the applicable legislation of the Russian Federation or international legal acts in the field of prevention and combating corruption.

11.3. If either Party suspects that any provisions of Clauses 11.1 or 11.2 of the Contract have been or may have been violated, such Party shall notify the other Party in writing. The notification shall refer to known facts or provide materials reliably confirming or giving grounds to believe that a violation of any provisions of Clauses 11.1 or 11.2 of the Contract has occurred or may occur by the other Party, its affiliates, employees, or intermediaries.

11.3.1. Notifications of the Company or Counterparty regarding violation of any provisions of Clause 1 of this section shall be sent via the communication channels specified in the Parties’ details in the contract.

11.4. The Party receiving a notification of a violation of any provisions of Clauses 11.1, 11.2 of the Contract shall review such a notification and inform the other Party of the results of its review within 10 (ten) business days from the date of the receipt of the notification.

11.5 The Parties guarantee that proper investigations of violations of provisions of Clauses 11.1, 11.2 of the Contract shall be conducted in accordance with the principles of confidentiality, and that effective measures shall be taken by the Parties to prevent potential conflicts. The Parties further guarantee the absence of any adverse consequences for the notifying Party as a whole or for specific employees of the notifying Party who report violations of provisions of Clauses 11.1, 11.2 of the Contract.

11.6. If a violation of provisions of Clauses 11.1, 11.2 of the Contract by one of the Parties is confirmed, the other Party shall have the right to unilaterally terminate the Contract out of court by sending written notice no later than 15 (fifteen) calendar days prior to the intended termination date.

11.7. If the Party that sent a violation notice of provisions of Clauses 11.1, 11.2 of the Contract does not receive the information on the results of the review within the period specified in Clause 11.4 of the Contract, the other Party shall have the right to unilaterally terminate the Contract out of court by sending a written notice no later than 1 (one) calendar month prior to the intended termination date.

12. Occupational Health and Safety (Applies to Counterparties performing work and providing services on the Company’s premises)

12.1. The Counterparty shall perform all works and/or provide all services in compliance with the requirements of the applicable legislation of the Russian Federation in the field of occupational health and safety.

12.2. The Counterparty shall bear full responsibility for occupational health and safety matters arising from the actions/omissions of the Counterparty’s employees and any third parties engaged by the Counterparty to perform works or services under the Contract.

12.3. The company shall not be liable for any cases of injury or damage to the health of the Counterparty’s employees occurring during the performance of works or provision of services by the Counterparty on the Company’s premises.

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