1. Subject of Agreement
The Licensor provides the User with a non-exclusive, paid right to use the Metis One software (Business Proposal Preparation Module) under the SaaS model, and also provides services for initial setup, adaptation, and technical support.
The User has the right to independently enter, modify, and use their own data on materials, labor costs, coefficients, technical cards, and other indicators in the Metis One system. The User is fully responsible for the correctness, relevance, and application of such data.
Within the functionality of the Metis One platform, the User may be provided with access to pricing information on materials obtained from third-party suppliers and contractors. The specified price information is generated and provided by the respective suppliers. The respective suppliers are responsible for the accuracy, relevance, and changes of such prices.
The Licensor does not generate, calculate, or approve supplier prices, but exclusively performs their technical integration, display, and transmission within the Metis One platform.
Metis One is a computational and analytical platform designed for the User to independently generate commercial calculations, estimates, and proposals based on the data and parameters they select.
Access to the system is provided via an internet browser when an internet connection is available. The Licensor is not responsible for the functionality of the User's communication channels and equipment.
2. License Scope and Functionality
Automated generation of estimates and commercial proposals
Use of technical cards (unit analyses)
Centralized management of materials, labor costs, overhead expenses, and profit margins
Generation of reports (PDF / Excel)
Module updates and improvements during the license term
3. Agreement Term
The license term is determined by the selected pricing plan.
Upon expiration of the paid term, the agreement may be extended by mutual agreement of the Parties.
4. Cost and Payment Terms
The cost of the license and services is determined by current rates published on the official website.
The cost includes: license fee for using the Metis One software, initial setup and adaptation services, technical support during the license term.
Payment is made by the User based on the issued invoice.
License provision and the start of the software usage period occurs on the first business day following receipt of full payment.
Access to the Metis One system and account credentials (usernames and passwords) are provided to the User on the day the license begins.
In case of non-payment, the Licensor has the right to suspend system access without any compensation to the User.
Paid amounts are non-refundable, except in cases expressly provided by the legislation of the Russian Federation.
5. Implementation and Adaptation Procedure
Implementation is carried out in stages and requires active participation from the User.
The User undertakes to: provide correct and up-to-date data, appoint responsible employees, timely approve setup stages.
The Licensor is not responsible for delays caused by incompleteness or inaccuracy of the User's data.
6. Rights and Obligations of the Parties
The Licensor undertakes to: ensure the accessibility of the Metis One system, eliminate identified technical malfunctions, ensure confidentiality of the User's data.
The Licensor has the right to: temporarily suspend system access for technical maintenance, modify and develop system functionality, use anonymized and aggregated data for analytical purposes.
The Licensor does not transfer User data to third parties, except when such provision is necessary to ensure platform functionality (hosting, technical infrastructure), or is expressly provided by the legislation of the Russian Federation.
All data uploaded by the User to the Metis One system remains the property of the User.
The User undertakes to: use the system strictly within its intended functionality, ensure security of account credentials, independently make all commercial, financial, and pricing decisions.
7. Limitation of Liability
The Licensor is not responsible for: economic results of the User's activities, profitability or unprofitability of commercial proposals, correctness of prices, norms, coefficients, and calculations entered by the User.
Metis One is an automation tool, not a source of commercial decisions.
The Licensor's aggregate liability under the agreement is limited to the amount actually paid by the User, except in cases of violation of confidentiality requirements regarding the User's data.
For disclosure of confidential information and information constituting the User's trade secrets, the Licensor bears liability in the form of compensation for damages caused by such violation.
8. Intellectual Property
All exclusive rights to the Metis One software belong to the Licensor.
The User is granted a non-exclusive license, without the right to sublicense, modify, decompile, and copy the software.
This agreement is not an agreement for the alienation of exclusive rights.
9. Confidentiality and Data
The Parties undertake to maintain confidentiality of commercial, technical, and organizational information.
The User confirms consent to data processing within the system's operation.
10. Termination of Agreement
The agreement may be terminated by mutual consent of the Parties.
Unilateral termination is permitted only in cases provided by the legislation of the Russian Federation.
11. Dispute Resolution
All disputes are resolved through negotiations. The pre-trial claim procedure for dispute resolution is mandatory. The claim review period is 10 business days.
If the dispute is not resolved through the pre-trial claim procedure, the dispute shall be considered by the arbitration court at the location of the Licensor.
12. Final Provisions
This agreement is a public offer and enters into force from the moment of acceptance by the User by starting to use the Metis One system.
The Licensor reserves the right to make changes to this agreement by notifying Users at least 30 days before the changes take effect.
The legislation of the Russian Federation applies to the relations of the Parties.