User Agreement Beanshe Expertfor the Provision of Services for Connection to and Access to the Beanshe Platform
Moscow
Version dated March 23, 2026
This public offer is addressed to an unlimited number of persons, each hereinafter referred to individually as the
“Customer”, and constitutes the official offer of
Limited Liability Company “RIVA Capital”, hereinafter referred to as the
“Contractor”, represented by General Director Olga Alekseevna Mashorina, acting on the basis of the Charter, on the one hand, to enter into an agreement for connection to and provision of access to the Beanshe platform (hereinafter, the
“Agreement”) in accordance with Clause 2, Article 437 of the Civil Code of the Russian Federation, on the following terms:
1. TERMS AND DEFINITIONS1.1. Offer – this public agreement, “Offer for the Provision of Services for Connection to and Access to the Beanshe Platform,” addressed to an unlimited number of persons and published on the Internet.
1.2. Acceptance – the full and unconditional acceptance by the Customer of the terms of the Offer, confirmed by the Customer’s actions indicating its readiness to cooperate with the Contractor on the proposed terms, including the provision of the mandatory information and details necessary for the conclusion and performance of this Agreement, as well as the commencement of actual use of the Beanshe platform functionality.
1.3. Beanshe Platform – an information system including the “Beanshe” application, the “Beanshe Expert” application, and the “Beanshe” module embedded in the automation system for food service businesses, which provides intermediation between the Establishment (Customer) and the Buyer and enables ordering, payment, and management of interaction between the parties.
1.3. Personal Account – a personal section on the Beanshe platform provided to the Customer for managing the establishment profile, menu, and orders.
1.4. Establishment – facility(ies) owned or otherwise lawfully used by the Customer for the sale of coffee products and other goods.
1.5. Buyer – an individual using the “Beanshe” application to order products from an Establishment.
1.6. Reporting Period – a calendar month during which the Services are rendered.
1.7. Order – an electronic request of the Buyer containing the Buyer’s instruction to prepare, deliver, or sell a certain product or service through the Beanshe platform.
1.8. Report – a set of data on the financial relations between the Customer and the Contractor, namely on payments, settlements, and the cost of the Services rendered by the Contractor to the Customer in the form provided by the partner bank.
1.9. Authorization Data – the set of data required to log into the Personal Account (Account).
1.10. Technical Support – consultation provided by the Contractor to the Customer on matters related to the provision of services.
1.11. Support Service – the Contractor’s service responsible for providing Technical Support to the Customer during the operating hours and through the communication channels specified on the Contractor’s website at
https://beanshe.com, by phone at +7-977-090-29-79 and +7 (917) 520-99-66, or directly via the following links:
https://t.me/m/u3CY0N3uNGE6https://wa.me/message/WQKZKLTTNXSDB11.12. Domain Page – information about the Beanshe platform published on the Internet under the domain beanshe.com.
1.13. Customer’s Catalog (Menu) – the list of goods, their descriptions (ingredients, volume, calories, etc.), prices, and other material information provided by the Customer to the Contractor for placement on the Beanshe platform.
1.14. Content – any information (including text, graphic, audio, or video information) about goods provided by the Supplier for publication on the Beanshe platform.
1.15. Contractor – Limited Liability Company “RIVA Capital.” Registered address: 127018, Moscow, внут. тер. г. municipal district Maryina Roshcha, Sushchevsky Val St., 16/building 6, TIN 9715290858, KPP 771501001, OGRN 1177746082931, owning and operating the Beanshe platform.
1.16. Customer – a legal entity, individual entrepreneur, or self-employed person who has completed the connection procedure to the Beanshe platform and provides its catalog of goods (menu) on the Beanshe platform for further sale to Buyers.
1.17. Trial Mode – the period for rendering services to the Customer agreed under this Agreement for familiarization with their qualitative characteristics. The trial period is provided without charging the Contractor’s fee. Expenses related to payment system/bank fees in settlements between the Buyer and the Customer, as well as discounts and privileges during the specified period, shall be borne by the Customer independently.
1.18. Promotion – an event aimed at attracting interest to the Beanshe platform and stimulating consumer demand from Buyers in accordance with the Promotion rules published on the Beanshe platform.
2. SUBJECT MATTER OF THE AGREEMENT2.1. Under this Agreement, the Contractor undertakes to provide the Customer with services for connection to and access to the Beanshe platform, and the Customer undertakes to pay for such services on the terms established by this Agreement and its Appendices, and to accept and pay for the Contractor’s Services in accordance with the terms of this Agreement.
2.2. The Contractor’s Services include:
- connection of the Establishment to the platform;
- access to the Personal Account;
- technical support;
- software updates;
- integration with the Establishment’s accounting system;
- order generation and processing;
- work with the customer database;
- display of the Establishment on the map in the “Beanshe” application.
2.3. Services not provided for in Clause 2.2 of this Agreement shall be rendered by the Contractor upon execution by the Parties of an additional agreement to this Agreement establishing the cost, list, and description of such services.
2.4. The Trial Mode shall last for 1 month from the date of signing this Agreement.
3. TERM OF THE AGREEMENT3.1. The Customer shall be deemed to have accepted the terms of this Agreement if it has performed actions indicating acceptance of the terms (for example, checked the box “I agree to the terms” and clicked the button “Join” or “Accept”), as well as upon actual use of the Beanshe platform for the purposes provided for by this Agreement.
3.2. The performance of the action provided for in Clause 3.1 of the Agreement shall mean full and unconditional acceptance of the terms of the Agreement.
3.3. The Agreement shall be deemed concluded from the moment the action specified in Clause 3.1 of the Agreement is performed and shall remain in force for 365 (three hundred and sixty-five) calendar days.
3.4. If neither Party declares termination of the Agreement at least 30 (thirty) calendar days before the expiry of its term, the Agreement shall be deemed extended for the same period and on the same terms.
3.5. Either Party shall have the right to terminate this Agreement by sending written notice of such intention to the other Party at least 30 (thirty) calendar days prior to the date of termination.
4. COST OF SERVICES AND PAYMENT PROCEDURE4.1. The procedure for payment by the Buyer, as well as interaction with payment services and banks, shall be determined separately and may be governed by additional agreements (for example, an acquiring agreement or agency agreement), which shall form an integral part of this Agreement.
4.2. The Customer agrees that payments received from Buyers (for orders placed on the Beanshe platform) may be processed by payment services (including banks and payment agents).
4.3. The Contractor’s remuneration shall be withheld from the Buyer payments due to the Customer prior to transfer of the remaining funds to the Customer, in the amounts, within the timeframes, and on the terms specified in the “Financial Terms and Settlement Procedure,” which forms an integral part of this Agreement (Appendix No. 1).
4.4. All taxation matters, tax and duty settlements relating to the sales amount, as well as compliance with cash register requirements, shall be the responsibility of the Customer, unless otherwise provided in additional agreements between the Parties.
4.5. The Customer agrees that payments received from end users (for orders placed on the Beanshe platform) may be processed by payment services (including banks and payment agents).
4.6. The Customer’s payment obligation shall be deemed fulfilled from the moment the funds are credited to the Contractor’s settlement account.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES5.1. The Contractor shall:5.1.1. Provide the Customer with the Services in the scope and within the timeframes determined by this Agreement, the “Financial Terms and Settlement Procedure” (Appendix No. 1), the “Order Fulfillment Regulations” (Appendix No. 2), which form an integral part of this Agreement, and the Privacy Policy at
https://beanshe.com/privacypolicy-ru.
5.1.2. Notify the Customer by electronic means at least 24 (twenty-four) hours in advance of scheduled technical works on the Contractor’s equipment resulting in interruption of the Services.
5.1.3. Provide Technical Support to the Customer in accordance with the Support Service operating schedule, on business days from 09:00 to 18:00 Moscow time.
5.1.4. Transfer to the Customer the data necessary for the use of the Services provided under this Agreement.
5.1.5. Keep records of the cost of the Services rendered to the Customer, timely reflect receipt and debiting of funds, and timely provide the Report.
5.1.6. Inform the Customer in the event of changes in the consumer characteristics of the Services or the release of new Services and products.
5.1.7. Not disclose the Customer’s confidential information obtained in the course of performance of this Agreement.
5.1.8. Perform other obligations established by this Agreement and the legislation of the Russian Federation.
5.2. The Contractor shall have the right to:
5.2.1. Demand payment from the Customer for the Services in accordance with the terms of the Agreement.
5.2.2. Verify the Customer’s compliance with the terms of this Agreement and its Appendices.
5.2.3. Without prior notice to the Customer, make changes to the technical properties and characteristics of the Services, provided that such changes do not result in interruption of the Customer’s service, do not increase the Customer’s expenses without its consent, and do not worsen the consumer properties of the Services.
5.2.4. Engage third parties in the performance of its obligations under the Agreement while remaining fully liable for the actions of such persons.
5.2.5. Partially or fully suspend the provision of services and block access to the Personal Account in the following cases:
- on the basis of an official instruction from an authorized state body in accordance with the legislation of the Russian Federation;
- where there are suspicions that third parties have unlawfully gained access to the Customer’s Personal Account;
- where the Customer performs actions aimed at disrupting the normal functioning of elements of the Internet;
- where there are suspicions that the Customer is carrying out or has carried out other actions expressly prohibited or not provided for by this Agreement, but containing elements of an administrative offense or criminal offense, or violating the rights and legitimate interests of third parties.
5.2.6. Suspend the provision of the Services for the time required to carry out preventive (scheduled) works in the Contractor’s networks and facilities.
5.2.7. At its own discretion, provide the Customer with the possibility to use the Services in Trial Mode on the terms established by this Agreement. Provision of Services in Trial Mode shall not impose on the Contractor any financial or other obligations regarding service quality or service levels. Provision of Services in Trial Mode may be unilaterally terminated by the Contractor at any time without prior notice.
5.3. The Customer shall:
5.3.1. Use the Services in accordance with the rules and restrictions established by this Agreement and its Appendices.
5.3.2. Grant Privileges to the Buyer or perform the necessary actions provided by the terms of Promotions conducted by the Contractor (information on Promotion terms:
https://beanshe.com/cafeactions).
5.3.3. Timely accept and pay for the Services in the amount and within the timeframes established by the Agreement and its Appendices.
5.3.4. Provide the Contractor’s employees with the information necessary for the Contractor to perform its obligations under this Agreement.
5.3.5. Have fully functioning technical means/resources/equipment necessary for the provision of the Services under this Agreement.
5.3.6. Enable the Contractor to freely verify compliance with the terms and restrictions in the course of using the Services.
5.3.7. Ensure confidentiality of access to the Personal Account. The Customer shall bear the full risk of consequences arising from loss of authorization data.
5.3.8. Independently monitor the relevance of the data and the quality of text and visual materials placed in the Personal Account. In the event of changes in the Customer’s details, the Customer shall immediately notify the Contractor thereof.
5.3.9. Upon request, provide the Contractor with the documents and information necessary for the Contractor to perform this Agreement.
5.3.10. Not transfer by any means, reproduce, provide to third parties, or use in any form for commercial purposes any information or other materials fully or partially obtained through the Services without the Contractor’s prior written consent.
5.3.11. Perform other obligations established by this Agreement and the legislation of the Russian Federation.
5.3.12. Independently check the incoming emails sent to the email address specified by the Customer upon registration on the Beanshe platform and ensure timely response to claims received from Buyers. Within 24 (twenty-four) hours from the moment a Buyer sends a claim by email, the Customer shall provide a response to such claim.
5.3.13. Within 24 (twenty-four) hours from receipt of a claim submitted by a Buyer through the Beanshe application, the Customer shall provide a response to the claim. In the absence of a response within the specified period, the claim shall be deemed accepted by the Customer with respect to the demands stated therein, except where otherwise provided by the legislation of the Russian Federation.
5.3.14. In the event that the Customer decides to liquidate the Establishment (terminate its activity on the Beanshe platform), the Customer shall:
5.3.14.1. Notify the Contractor in writing of such liquidation
no later than 10 (ten) business days prior to the actual date of termination of order acceptance (closure of the Establishment), specifying the date of cessation of operations.
5.3.14.2. Reimburse the Contractor for all
documented expenses incurred in connection with Promotions (as defined in Clause 1.18 of the Offer) related to the Customer’s Establishment, including, but not limited to:
- the amount of discounts granted to Buyers;
- the cost of privileges provided;
- expenses for marketing activities aimed at attracting Buyers to the Establishment,
for the period of
3 (three) months preceding the date of the liquidation notice.
5.3.14.3. Reimbursement shall be made within
10 (ten) business days from the date of receipt of the Contractor’s request, accompanied by supporting documents (reports, statements, data from the Beanshe platform accounting system).
Data from the Beanshe platform accounting system shall prevail.
5.3.14.4. The Contractor shall have the right to
set off (withhold) the amount of reimbursable promotional expenses against any amounts payable to the Customer (including, but not limited to, unpaid proceeds from Buyers), in accordance with Clauses 3.6 and 5.5 of Appendix No. 1 to the Offer.
5.4. The Customer shall have the right to:
5.4.1. Demand that the Contractor provide the Services in accordance with the terms established by this Agreement and its Appendices.
5.4.2. At any time unilaterally refuse performance of this Agreement, provided that the Services rendered by the Contractor have been fully paid for and there are no outstanding debts, by sending written notice of termination to the Contractor at least 30 (thirty) calendar days prior to the termination date.
5.4.3. Use the Contractor’s Services within the limits of the Agreement.
5.4.4. Receive Technical Support from the Contractor in accordance with the terms of this Agreement.
6. PROCEDURE FOR RENDERING AND ACCEPTANCE OF SERVICES6.1. The start date for the provision of the Services shall be the date on which the Customer is provided with the ability to activate the Services in the Personal Account.
6.2. The Parties have agreed that the exchange of documents may be carried out by means of electronic document interchange using an electronic signature in accordance with the applicable legislation of the Russian Federation, including the Civil Code of the Russian Federation, the Tax Code of the Russian Federation, Federal Law No. 63-FZ dated April 6, 2011 “On Electronic Signature,” and Order of the Ministry of Finance of the Russian Federation No. 174n dated November 10, 2015.
6.3. The procedure for rendering and acceptance of the services shall be carried out in accordance with the terms specified in the “Financial Terms and Settlement Procedure,” which forms an integral part of this Agreement (Appendix No. 1).
6.4. The Parties have agreed that the provisions of Article 317.1 of the Civil Code of the Russian Federation shall not apply to the relations arising out of this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY7.1. The Contractor may own patents, patent applications, trademarks, copyrights, neighboring rights, and other exclusive or non-exclusive rights to intellectual property related to the content of all and/or any part of the Beanshe platform, as well as to the software used in rendering the Services.
7.2. Granting the Customer access to the pages of the Contractor’s Website and Domain Pages shall not mean that the Customer is granted any license to use the Contractor’s intellectual property objects. All rights not expressly granted to the Customer under this Agreement shall remain with the Contractor.
7.3. Any software available for download on the Contractor’s Website and Domain Pages shall be the intellectual property of the Contractor and/or its partners.
7.4. Full or partial copying, modification, compilation, translation, digital conversion, and/or other actions with respect to the Beanshe platform and other software access to which is obtained by the Customer in connection with the provision of the Services, without the Contractor’s prior written consent, shall be prohibited.
7.5. Use of materials from the Contractor’s Website and Domain Pages shall require the Contractor’s prior written consent and the presence of a mandatory active link to the Contractor’s Website and Domain Pages.
7.6. All terms of the Agreement, as well as any information and data received by the Parties in connection with the performance of the Agreement, shall be strictly confidential and shall not be disclosed or transferred to third parties, except where disclosure of such information to competent authorities is required by law.
7.7. The Parties undertake to keep the received information strictly confidential and to take all possible actions to protect it to no lesser extent than each Party takes to protect its own information.
8. LIABILITY OF THE PARTIES8.1. For non-performance and/or improper performance of obligations under this Agreement, the Parties shall be liable in accordance with the terms of this Agreement and the legislation of the Russian Federation.
8.2. Responsibility for the safekeeping of the password and other authorization data, as well as for ensuring that the password to the Personal Account is inaccessible to third parties, shall rest with the Customer.
8.3. The Contractor shall not be liable to the Customer for any losses incurred by the Customer in connection with the loss of the password and other authorization data, or the accessibility of the password to third parties, where caused by the Customer.
8.4. Responsibility for the relevance of the Customer’s details specified in the Personal Account, including the postal address, Customer’s email address, and other contact information, shall rest with the Customer. Changes to such data shall be made by the Customer independently or by the Contractor upon the Customer’s written request.
8.5. Responsibility for the content of Advertising Messages shall rest with the Customer.
8.6. Responsibility for inclusion in Advertising Messages of information and data contrary to applicable law shall be borne by the Customer in accordance with the legislation of the Russian Federation.
8.7. The Contractor shall not be liable for inability to provide the Services under this Agreement for reasons related to the Customer’s equipment.
8.8. In the event of a justified written claim from the Customer related to actions/omissions of the Contractor, the Contractor undertakes to remedy the relevant deficiencies within a reasonable period agreed by the Parties.
8.9. Payment of a penalty for non-performance and/or improper performance of obligations under this Agreement, as well as compensation for losses and damages caused by non-performance and/or improper performance, shall not release the Parties from performance of such obligations.
8.10. Under no circumstances shall the Contractor be liable to the Customer for any losses whatsoever. The term “losses” includes, without limitation, loss of revenue, profit, anticipated savings, business activity, or reputation.
9. CONTENT REQUIREMENTS AND LIABILITY FOR CONTENT9.1. The Customer warrants that any content used on the Beanshe platform (texts, photos, product descriptions, promotional offers and discounts, etc.) does not infringe the rights of third parties and complies with the requirements of the legislation of the Russian Federation (including not containing extremist materials, prohibited goods, copyright infringement, etc.).
9.2. The Customer shall bear independent responsibility for the accuracy and correctness of the information placed on the Beanshe platform and undertakes to timely update the Catalog (Menu) by sending changes to product information to the technical support service.
9.3. The Contractor shall carry out automatic and, where necessary, manual moderation of content and shall have the right, without prior notice to the Customer, to delete or block content that contradicts the requirements of the legislation of the Russian Federation, the provisions of this Agreement, or standards of business ethics.
9.4. In the event of instructions from state authorities or claims of third parties regarding content placed by the Customer, the Customer shall assume responsibility for settlement of such claims and compensation of any possible losses in relation to the Contractor and third parties.
10. FORCE MAJEURE10.1. The Parties shall be released from liability for full or partial non-performance of obligations under this Agreement if such non-performance results from force majeure circumstances. Force majeure circumstances shall include earthquakes, floods, fires, epidemics, transport accidents, wars and other military actions, embargoes preventing proper performance of obligations under this Agreement, as well as other extraordinary circumstances that arose after the conclusion of this Agreement and directly affected the performance by the Parties of their obligations hereunder, and which the Parties were unable to foresee and prevent.
10.2. The Party affected by such circumstances shall immediately notify the other Party of the occurrence, nature, and possible duration of such circumstances. The existence of force majeure circumstances must be confirmed by a competent authority of the territory where such circumstance occurred.
10.3. If such notice is not given within the shortest possible time, the Party affected by force majeure circumstances shall lose the right to rely on them as an excuse, unless the circumstance itself prevented sending such notice.
10.4. The occurrence of force majeure circumstances, subject to compliance with the requirements of Clause 9.2 of this Agreement, shall extend the period for performance of obligations under this Agreement by a period corresponding to the duration of such circumstances and a reasonable period for elimination of their consequences.
10.5. If force majeure circumstances last more than 3 (three) months, the Parties shall have the right to refuse further performance of obligations under this Agreement, in which case this Agreement shall be deemed terminated.
10.6. The Parties shall not be entitled to demand from the other Party payment of penalties, interest, or any other compensation for delay or non-performance of obligations under this Agreement due to force majeure circumstances, or compensation for losses associated therewith.
11. DISPUTE RESOLUTION PROCEDURE11.1. Disputes and disagreements that may arise in the performance of the Agreement shall, where possible, be resolved by negotiations between the Parties.
11.2. If no agreement is reached, disputes shall be resolved through a pre-trial claim procedure.
11.3. A claim shall be considered within 30 (thirty) calendar days after its receipt.
11.4. In the event of full or partial rejection of the claim, the interested Party shall have the right to submit the dispute for judicial consideration in accordance with the applicable legislation of the Russian Federation to the Arbitration Court of the City of Moscow.
12. MISCELLANEOUS12.1. This Agreement is executed in two counterparts having equal legal force, one for each Party.
12.2. Any amendments or additions to this Agreement shall be valid provided that they are made in writing and signed by the Parties or their authorized representatives.
12.3. The Parties may conduct all correspondence, including sending requests, by email. In the event of dispute consideration and settlement, the Parties shall recognize email correspondence and facsimile messages as sufficient evidence.
12.4. The date of receipt of correspondence shall be deemed the moment of receipt of the postal item, including registered mail, or the day of delivery in the case of courier delivery.
12.5. Documents received by email (electronic messages sent from the Parties’ email addresses) shall have legal force for each Party equal to the originals of such documents and shall be deemed signed with a simple electronic signature, namely the email address.
12.6. The Parties recognize the legal force of documents sent by email or facsimile communication and acknowledge them as equivalent to paper documents signed by a handwritten signature, since only the Parties themselves and their authorized persons have access to the relevant means of communication, namely the email addresses specified in this Agreement in the Parties’ details. Each Party accesses its email account by password and undertakes to maintain its confidentiality. The Parties acknowledge that documents transmitted in this manner shall have full legal force.
12.7. In the event of any changes to the data specified in Section 12 of this Agreement, the Party shall notify the other Party thereof within 3 (three) business days from the date of such change.
12.8. In all other matters not provided for by the Agreement, the Parties shall be governed by the legislation of the Russian Federation.
12.9. All Appendices to this Agreement shall form an integral part hereof.
Name: RIVA Capital LLC
Address: 16/Building 6, Sushchevsky Val St., Maryina Roshcha Municipal District, Moscow, 127018, Russian Federation
TIN: 9715290858
KPP / Tax Registration Reason Code: 771501001
PSRN / OGRN: 1177746082931
Bank Details:Current Account: 40702810238000202664
with Sberbank PJSC
BIC: 044525225
E-mail: info@riva.capital,
all@beanshe.comAppendix No. 1 to the Offer dated
March 26, 2026for the provision of services for connection to the Beanshe platform
Moscow
March 26, 2026
Financial Terms and Settlement Procedure 1. General Provisions1.1. This Appendix forms an integral part of the Offer dated March 26, 2026, for the provision of services for connection to the Beanshe platform (the
“Agreement”) and sets forth the Financial Terms and Settlement Procedure between the Parties.
1.2. All settlements and relations between the Parties related to the processing of Buyers’ payments shall be carried out with the involvement of the Partner Bank (acquiring bank) under the terms set forth in Section 5 of this Appendix.
1.3. The amount of the Contractor’s remuneration and the Customer’s fee includes all applicable taxes at the rates established by applicable law.
2. Financial Terms2.1. The amount of the Contractor’s remuneration shall be determined as follows:
2.1.1. The Contractor’s remuneration and the amount transferred to the Customer shall be calculated based on the actual value of the order paid by the User, taking into account the applied discounts, promotions, and other marketing activities of the Customer. The Contractor’s remuneration shall amount to
20% (including VAT) of the amount of the order actually paid by the User, less the Partner Bank’s fee. The amount transferred to the Customer shall amount to
80% of the amount of the order actually paid by the User, less the Partner Bank’s fee, which includes VAT at the rate applicable to the transaction performed by the Partner Bank (transactions for acceptance of payments via SBP / TPAY / SberPay and others, except Alfa Pay, are not subject to VAT).
2.2. The amount of the Contractor’s remuneration and the Customer’s fee includes all applicable taxes at the rates established by applicable law.
2.3. Mutual settlements between the Parties shall be made exclusively in the currency of the Russian Federation in accordance with the terms of this Section.
2.4. During the entire Trial Mode period specified in Clause 2.4 of the Agreement, the Contractor’s fee for the services rendered under the Agreement shall be charged in the amount of the internet acquiring fee payable to the Partner Bank (acquiring bank) from the order amount, which includes VAT at the rate applicable to the transaction performed by the Partner Bank (transactions for acceptance of payments via SBP / TPAY / SberPay and others, except Alfa Pay, are not subject to VAT).
2.5. For the entire Trial Mode period, the Customer shall also bear the costs of granting Privileges to Buyers using the Beanshe application under the Promotions conducted by the Contractor.
2.6. All payments received from Buyers via the Beanshe platform during the Trial Mode period, less the internet acquiring cost and returned/cancelled Orders, shall be transferred to the Customer in full in accordance with Clause 5.4 of this Appendix.
2.7. Upon expiration of the Trial Mode period, the Customer shall have the right to terminate the Agreement without any penalties by notifying the Contractor in writing on the date of expiration of the Trial Mode period, and the Contractor shall in turn guarantee unhindered termination of the Agreement with the Customer.
2.8. During the Trial Mode period, the Customer shall have the right to terminate the Agreement without any penalties by notifying the Contractor in writing
3 (three) business days prior to the expected date of termination of the Trial Mode period and termination of the Agreement, and the Contractor shall in turn guarantee unhindered termination of the Agreement with the Customer.
3. Settlement Procedure and Fiscalization3.1. The Contractor’s remuneration shall be withheld from the payments made by Buyers to the Customer before the remaining funds are transferred to the Customer.
3.2. Mutual settlements between the Parties shall be made exclusively in the currency of the Russian Federation.
3.3. The remuneration for the relevant billing period shall be withheld by the Contractor and the Partner Bank from the payment amount for goods to be transferred to the Customer. The amount to be transferred to the Customer shall be determined as the total cost of goods paid for by Users through the Beanshe application, less:
- the Contractor’s remuneration, including VAT;
- the Partner Bank’s fee, which includes VAT at the rate applicable to the transaction performed by the Partner Bank (transactions for acceptance of payments via SBP / TPAY / SberPay and others, except Alfa Pay, are not subject to VAT);
- the cost of returned goods and/or cancelled Orders (in whole or in part).
3.4. The Parties understand and agree that the Partner Bank’s fee shall be withheld by the latter upon receipt of payment from the Buyer and shall not be refundable even in the event of a full or partial return of goods or cancellation of an Order. Funds shall be refunded to the Buyer less the Partner Bank’s fee.
3.5. The term for transferring payment for goods to the Customer shall be no later than the business day following the reporting business day, and for transactions processed on non-business days, no later than the first business day following the reporting non-business day.
3.6. The Contractor and/or the Partner Bank shall have the right to withhold from the amount payable to the Customer any penalties, losses, or amounts subject to compensation in accordance with the terms of the Agreement.
3.7. The Customer hereby grants the Contractor and the Partner Bank irrevocable consent to withhold the amounts specified in Clauses 3.3 and 3.6 of this Appendix.
3.8. Fiscalization of payments shall be carried out by the Contractor through an automated system duly registered in accordance with the law for generating electronic receipts.
3.9. Receipts shall be generated automatically upon receipt of payment from the Buyer in accordance with the requirements of Federal Law No. 54-FZ.
3.10. The electronic receipt shall contain all mandatory details required by law, including:
- type of transaction;
- name and details of the Contractor;
- Buyer’s data;
- name and quantity of the purchased goods/services indicating the Customer’s details;
- payment amount;
- fiscal attribute.
3.11. The receipt shall be delivered to the Buyer in electronic form to the email address specified during registration in the Beanshe application within 5 minutes from the moment of payment, and shall also be stored in the Buyer’s Personal Account with an option to download it. If the Buyer has not specified an email address, the receipt shall be stored in the Buyer’s Personal Account with an option to download it.
3.12. The Contractor, as the operator of the automated system, shall be responsible for the correct generation and delivery of receipts.
3.13. Data on settlements shall be stored for the period established by law, while ensuring its safekeeping and confidentiality.
3.14. Confirmation of payment shall be deemed received at the moment the electronic receipt is delivered to the Buyer’s email address.
3.15. Technical failures shall not release the Contractor from the obligation to ensure fiscalization of settlements and delivery of receipts.
3.16. Control over the correctness of receipt generation shall be carried out by the Contractor taking into account current legal requirements.
3.17. Changes in the law shall entail the Contractor’s obligation to bring the fiscalization procedure into compliance with the new requirements.
3.18. If the Buyer does not receive a receipt, the Buyer must notify the Contractor within 24 hours for re-sending of the document.
3.19. The Customer’s details in the receipt shall be indicated in accordance with the data provided by the Customer and shall include:
- company name;
- TIN;
- address;
- other necessary details according to the agreement with the Customer.
4. Reporting and Acceptance Certificates4.1. The Contractor shall prepare a Unified Services Acceptance Certificate (the
“Certificate”), which shall include a sales report.
4.2. The contents of the Certificate shall include:
- Customer’s name / TIN;
- service provision address;
- Beanshe order No.;
- accounting system order No.;
- date and time of order creation;
- Payment ID;
- order status;
- purchase price (including VAT) before discount;
- purchase price (including VAT) after discount;
- Partner Bank fee;
- VAT (at the rate applicable to the transaction performed by the Partner Bank);
- Contractor’s remuneration (including VAT);
- transferred to the Contractor;
- transferred to the Customer;
- compensation to the Customer;
- Promotions.
4.3. The Contractor shall send the Certificate to the Customer monthly from the 1st to the 5th business day of the month following the reporting period via electronic document interchange (EDI) or to the Customer’s email address.
4.4. The Certificate shall be deemed accepted and signed by the Customer without objections upon expiration of
5 (five) business days from the date of its dispatch, provided that:
- the Certificate has been received in the EDI system or at the Customer’s official email address;
- no written objections have been received from the Customer;
- the documents have been duly executed.
4.5. The Customer must notify the Contractor of any change of email address
2 (two) business days in advance. In the absence of such notification, the Customer shall bear responsibility for failure to receive documents.
4.6. In the event of discrepancies, the data of the Beanshe platform accounting system shall prevail.
4.7. If the Customer has objections, it must send them within
5 (five) business days from receipt of the Certificate.
5. Settlement Procedure5.1. The amount of remuneration includes all applicable taxes at the rates established by applicable law.
5.2. Mutual settlements between the Parties shall be made exclusively in the currency of the Russian Federation in accordance with the terms of this Section.
5.3. The remuneration for the relevant billing period shall be withheld by the Contractor and the Partner Bank from the payment amount for goods to be transferred to the Customer. The amount payable to the Customer for goods shall be determined as the total cost of goods, including all applicable taxes, paid by Buyers for Orders placed on the Beanshe platform, less the remuneration of the Contractor and the Partner Bank, the cost of returned goods and/or cancelled Orders (in whole or in part). Taking into account the specifics of the relations between the Parties and the Partner Bank, the Parties understand that regardless of when the Buyer cancels the Order (before or after the status “being prepared” or any equivalent status is assigned), the Partner Bank’s fee shall be withheld by the latter upon receipt of payment from the Buyer, and funds shall be refunded to the Buyer less the Partner Bank’s fee.
5.4. The term for transferring payment for goods to the Customer shall be no later than the business day following the reporting business day, and for transactions processed on non-business days, no later than the first business day following the reporting non-business day.
5.5. The Contractor and/or the Partner Bank shall also have the right to withhold from the payment amount for goods any penalties accrued in accordance with the terms of the Agreement, or losses incurred by the Contractor and/or the Partner Bank due to the Customer’s breach of the Agreement or on other grounds provided by the Agreement, as well as amounts subject to compensation (reimbursement) by the Customer to the Contractor in connection with returns/refusals by Buyers to accept goods.
5.6. The Customer hereby grants the Contractor and the Partner Bank irrevocable prior consent (prior acceptance) to withhold the remuneration for the services rendered, as well as any other monetary amounts provided for in Clause 5.5 above, from the amount payable to the Customer for goods in accordance with the Agreement. If the funds payable to the Customer are insufficient for such withholding, the remaining part shall be withheld by the Contractor and/or the Partner Bank from funds payable to the Customer during settlements in the next billing period.
6. Final Provisions6.1. All other terms not provided for in this Appendix shall be governed by the main Agreement.
6.2. In all matters not regulated by this Appendix and the Agreement, the Parties shall be governed by the applicable legislation of the Russian Federation.
Appendix No. 2to the Offer dated
March 26, 2026for the provision of services for connection to the Beanshe platform
Moscow
March 26, 2026
Order Fulfillment Regulations 1. General Provisions1.1. This Appendix forms an integral part of the Offer dated March 26, 2026, for the provision of services for connection to the Beanshe platform (the
“Agreement”) and sets forth the Order Fulfillment Regulations.
2. Order Fulfillment Procedure2.1. Based on the Catalog provided by the Customer, the Contractor arranges the placement of the Customer’s offers on the Beanshe platform. Through the functionality of the Beanshe platform, Buyers are given the opportunity to purchase the Customer’s goods by placing Orders.
The agreement for the manufacture, delivery, or sale of goods or services is concluded directly between the Customer and the Buyer. For the avoidance of doubt, the Contractor does not manufacture or sell the Customer’s goods/services.
2.2. The terms of information exchange regarding Order statuses, as well as requirements for preparation and packaging of goods, are defined in the Beanshe Platform User Agreement.
2.3. In the event of any claims, complaints, or demands regarding goods or services ordered via the Beanshe platform, including product quality, the User may submit a request in accordance with the Agreement and the Beanshe Platform User Agreement.
2.4. After the Customer reviews the User’s request, the Contractor shall take into account:
- the information provided by the Buyer;
- data available on the Beanshe platform and in the accounting systems accessible to the Contractor;
- information provided by the Customer.
Based on the above, the Contractor shall, at its sole discretion, make a decision regarding the Buyer’s request, including full or partial refunds, refusal to refund, and/or any other decision on the merits of the request.
The Contractor’s decision shall have
priority and be binding on the Customer.
2.5. Risk Allocation and Refund Handling2.5.1. If the Buyer refuses to accept the goods and/or returns the goods due to improper quality, mismatch with the Order, and/or other claims (including, but not limited to: missing items, incorrect items, quality defects, loss of consumer properties, manufacturing defects, etc.), the Contractor shall refund the Buyer the cost of the goods.
The Customer shall reimburse the Contractor in full for the refunded amount and any additional related expenses (if any). The Contractor may deduct such amounts from payments due to the Customer.
The cost of such goods shall be included in reporting for the purpose of calculating the Contractor’s remuneration.
2.5.2. In the event of a claim related to harm to health caused by defective goods (including food poisoning or similar), the Contractor, in addition to issuing a refund, shall provide the Buyer, at the Customer’s expense, with a
promo code of RUB 1,000 (one thousand) (unless otherwise agreed by the Parties).
The Customer shall reimburse the Contractor for the full value of the promo code. The Contractor may deduct this amount from payments due to the Customer.
2.5.3. If an Order is cancelled for reasons not attributable to either Party (e.g., the Buyer changed their mind)
before preparation begins (before clicking “Start Preparing” or equivalent), the Contractor shall refund the Buyer the full Order amount.
Such Order value shall not be included in the amount payable to the Customer and shall not be included in the calculation base for the Contractor’s remuneration.
2.5.4. If an Order is cancelled by the Customer for reasons not attributable to the Contractor (e.g., out-of-stock items not placed in “stop list,” or other Customer-initiated reasons), the Contractor shall refund the Buyer the full Order amount.
Such Order value shall not be included in the amount payable to the Customer and shall not be included in the remuneration calculation.
2.5.5. If the Customer cancels a confirmed Order, the Contractor shall refund the Buyer the full cost of the goods. The Contractor shall deduct the refunded amount from payments due to the Customer and may claim compensation for additional expenses (if any).
The value of such goods shall be included in the calculation base for the Contractor’s remuneration.
2.5.6. Due to the specifics of relations with the Partner Bank, the Parties agree that regardless of when the Buyer cancels the Order (before or after the “Start Preparing” status or equivalent), the Partner Bank’s fee is withheld upon receipt of payment and is non-refundable.
Funds are returned to the Customer net of the Partner Bank’s fee.
2.6. Correction of Order Status in Case of Establishment Staff Error2.6.1. If the Order status in the Establishment’s system (including integrations) is incorrectly set by an employee (e.g., “collected” not marked despite actual fulfillment, or “cancelled” assigned by mistake), such employee must notify the Contractor’s support team within
24 (twenty-four) hours via messaging services or the Personal Account, indicating the Order number and correct status.
2.6.2. If the error is not reported within the specified period and the status remains incorrect, the Contractor reserves the right not to compensate the Customer for the Order and any related expenses (including refunds, bank fees, and payment system penalties).
3. Final Provisions3.1. All other terms not provided for in this Appendix shall be governed by the main Agreement.
3.2. In all matters not regulated by this Appendix and the Agreement, the Parties shall be governed by the legislation of the Russian Federation.