Agreement No. {Number of Document} dated {Date of Document}


City of Tyumen

{Date of Document}

{Name of Counterparty}, hereinafter referred to as the “Customer”, represented by {Name and Title of Counterparty}, acting on the basis of the Charter, on the one hand, and {Name of Company}, hereinafter referred to as the “Contractor”, represented by {Name and Title of Contractor}, acting on the basis of the Charter, on the other hand, hereinafter referred to as the Parties, have entered into this Agreement as follows:

1.   SUBJECT MATTER OF THE AGREEMENT

1.1.   The Contractor shall provide the following services on instructions from the Customer:

·   Connecting the InfoVizion Software Program to the accounting system of the Customer;

·   Scheduling a Daily Data Refresh;

·   Training the working group;

·   Leasing a dedicated cloud server for the trial operation period;

·   Granting the right to use the InfoVizion Software Program for the trial operation period;

·   Supporting the trial operation of the InfoVizion Software Program;

1.2.   The cost of services and description of the functional units of the InfoVizion Software Program connected shall be specified in the Appendix No. 1, which shall be an integral part of this Agreement.

1.3.   The exclusive rights to the results of intellectual activities of the InfoVizion Software Program shall belong to the right holder, "InKLiK" LLC, and shall be protected by the Copyright Law of the Russian Federation.

1.4.   Entering into this Agreement shall not entail the transfer of exclusive rights to the InfoVizion Software Program to the Customer.

1.5.   The Customer shall be allowed to use the InfoVizion Software Program within the territory, which is established by this Agreement, namely the territory of the Russian Federation and the CIS countries.


2.   PROCEDURES FOR PROVIDING AND DELIVERING SERVICES

2.1.   The Contractor shall start to provide the Services on the next working day from the date of crediting the Customer's first advance payment to the settlement account of the Contractor.

2.2.   After rendering the Services under this Agreement, the Contractor shall provide the Customer with an Acceptance-Delivery Certificate for the Services Rendered (hereinafter - the Certificate).

The Certificate signed by the Parties shall be deemed a documentary evidence of the fact that the Customer has accepted the Services provided by the Contractor in accordance with the terms and conditions of this Agreement.

2.3.   Depending on the decision to be made, the Customer shall send to the Contractor the signed Certificate or the reasoned refusal to sign it. If the Customer will not send the signed Certificate or the reasoned refusal to accept the Services within 5 (five) working days from the date of receipt of the Certificate, then the Certificate shall be deemed to be signed by the Customer upon the expiration of the period specified in this clause, and the Services shall be deemed to be accepted without any claims and shall be paid in full.


3.   COST OF SERVICES AND PAYMENT PROCEDURE

3.1.   The total cost of the Services under this Agreement shall be {Amount of the Document} ({Amount of the Document in words}), VAT is not imposed in connection with the application of the simplified taxation system by the Contractor in accordance with Chapter 26.2 of the Tax Code of the Russian Federation.

3.2.   The payments under this Agreement shall be made stepwise. 50% advance payment shall be made before beginning work and the rest of amount shall be paid within 5 working days according to the Acceptance-Delivery Certificates for the Services Rendered.

3.3.   The settlements shall be made in Rubles and transferred in a non-cash manner to the settlement account of the Contractor specified in the Agreement.

3.4.   The date of crediting funds to the settlement account of the Contractor shall be considered the date of payment.


4.   RIGHTS, RESPONSIBILITIES AND INTERACTION PROCESS BETWEEN THE PARTIES

4.1.   The Contractor shall:

4.1.1.   Form the working group required to provide the Services. The composition of the working group may vary depending on the scope and nature of the Services provided.

4.1.2.   Provide the Services in accordance with the terms and conditions of this Agreement and its Appendices.

4.1.3.  Be entitled to request and receive from the Customer any documents, materials and other information, both verbal and written explanations and elucidations required by the Contractor for provision of the Services (hereinafter - the Customer's Materials) on the issues related to the subject matter of this Agreement in a timely manner.

4.1.4.   Agree to comply with the fire safety requirements, labor protection rules and safety standards for using technical systems and equipment in force on the territory of the Customer provided that the Contractor reviews them.

4.1.5.   Agree to provide the entire scope of the Services under this Agreement within 40 working days from the day of prepayment of the Services and subject to the Customer's observance of the testing periods and timeliness of transfer of all the information required by the Agreement, including:

·   12 working days are required for integration of the Business Intelligence System with a copy of the company's accounting system;

·   3 working days are required for testing system by the Customer;

·   4 working days are required for scheduling a daily data refresh of the Business Intelligence System, integration with the data of the working accounting system;

·  1 working day is required for training the Customer's working group;

·  20 working days are required for the trial operation of the analytical unit;

4.2.   The Customer shall:

4.2.1.   Provide the Contractor's working group with access to the Customer's territory for rendering the Services under the Agreement and, if necessary, provide workplaces for the Contractor's working group, technological level and conditions of which shall be agreed with the Contractor.

4.2.2.   Provide the Contractor with access to the information infrastructure required for rendering the Services.

4.2.3.   In timely manner and agreed quantity provide the Contractor with its qualified employees, who have sufficient level of knowledge to solve the specific tasks and obtain the relevant information from the Contractor in the course of rendering the Services in accordance with the terms and conditions of this Agreement and its Appendices.

4.2.4.   The authorized representative of the Customer shall be obliged all claims on failures or malfunctions caused by the Services rendered under this Agreement to execute in the written form, while the written form of the document shall be deemed the document executed and signed on the paper carrier.

4.2.5.   Agree to ensure the acceptance of the Services rendered, except for cases when it has the right to refuse accepting them and demand further debugging or improvement.

4.2.6.   Immediately inform the Contractor about the shortcomings of the Services rendered.

4.2.7.   The Customer shall guarantee and confirm that all the Customer's Materials provided to the Contractor for performance of obligations by the latter under the Agreement are reliable. During performance of obligations under this Agreement, the Contractor may use the Customer's Materials (and depend on them) without performing its independent analysis and verification.


5.   RESPONSIBILITY OF THE PARTIES

5.1.   For non-performance or improper performance of this Agreement, the Parties shall bear the responsibility in accordance with this Agreement and in cases not regulated by it in accordance with the applicable laws of the Russian Federation.

5.2.   If there are losses caused to the Customer through the Contractor’s fault as a result of the provision of the Services under this Agreement, the Contractor shall reimburse them within the limits of the payments received under this Agreement. At the same time, losses should be documented by the Customer.

5.3.   In the event of a breach of the deadlines specified for provision of the Services under this Agreement through the fault of the Contractor, the Contractor shall pay a penalty upon request of the Customer in the amount of one three hundredth of the refinancing rate established by the Central Bank of the Russian Federation effective on the day of a penalty payment from the cost of the overdue service for each day of delay, but not more than 10 % of the cost of the overdue service.

5.4.   If the Customer fails to comply with the payment terms and other obligations under the Agreement, the Contractor shall be entitled to suspend (forced downtime) and if the payment is delayed for more than a month, completely terminate the performance of its obligations under this Agreement with a written notification of the Customer 5 (five) days before the proposed date of suspension or termination of obligations under the Agreement. In this case, the Contractor shall be entitled to demand payment for the Services actually rendered and documented, including the actual time spent by the Contractor's employees.

5.5.   In case of delayed payments under this Agreement, the Customer shall pay a penalty in the amount of one three hundredth of the refinancing rate established by the Central Bank of the Russian Federation effective on the day of a penalty payment from the amount of the overdue payment for each day of delay, but not more than 10% of the amount of the overdue payment.


6.   FORCE MAJEURE

6.1.   The Parties shall be exempted from liability for full or partial non-performance of obligations under this Agreement, if this non-performance is a consequence of the Force Majeure circumstances that arose after signing the Agreement, which the Parties could not foresee and prevent by reasonable measures.

6.2.   The Force Majeure circumstances shall include, but not limited: fire, earthquakes, military actions, street riots, strikes, epidemics, blockades, embargoes, acts of state or municipal bodies and any other circumstances beyond the reasonable control of the Parties that impact on the direct performance of the terms and conditions of this Agreement.

6.3.   The Force Majeure circumstances shall be confirmed by the competent authority.

6.4.   Occurrence of the Force Majeure circumstances shall postpone the performance of the Parties’ obligations under this Agreement for the period commensurate with the period during which the mentioned above circumstances last. If the Force Majeure circumstances last more than 60 calendar days, the further validity of this Agreement shall be determined by the Parties through signing the additional agreement. If no agreement is reached between the Parties in relation to the mentioned above issue, they shall be entitled to apply to the court for decision making in this regard.

6.5.   Upon occurrence of the Force Majeure circumstances, neither Party will impose the property sanctions (fines, losses, lost profits, etc.) on other Party.


7.   DISPUTE RESOLUTION PROCEDURE

7.1.   The Parties shall take all measures to resolve any dispute arising out of or relating to this Agreement through negotiation.

7.2.   If the Parties fail to reach an agreement the disputable matter shall be submitted to consideration to the Arbitration Court at the location of the Claimant.


8.   TERM AND TERMINATION OF THE AGREEMENT

8.1.   The term of Agreement shall commence from the date of its signing and shall continue in force and effect until the Parties fulfill their obligations under this Agreement.

8.2.   The Parties shall determine that the date of signing the Agreement shall be the date indicated in the upper right corner of its first page.

8.3.   The Agreement can be terminated in accordance with the applicable laws of the Russian Federation.

8.4.   Either Party may terminate this Agreement, but the Terminating Party shall notify the other Party in written form on its intention upon not less than 30 (thirty) calendar days before the expected date of termination of this Agreement or within another term specified in the Agreement (clause 5.4 of the Agreement).

8.5.   Any amendments and additions to this Agreement shall be made in writing and signed by authorized representatives of the Parties.

8.6.   This Agreement shall be executed in 2 (two) original copies. Each Party shall receive one (1) original copy.


9.   ADDRESSES, BANK DETAILS AND SIGNATURES OF THE PARTIES

Customer:

{Name of Counterparty }

INN (Taxpayer Identification Number): {INN of Counterparty }

KPP (Tax Registration Reason Code): {KPP of Counterparty }

OGRN (Primary State Registration Number): {OGRN of Counterparty }

Address: {Address of Counterparty }

Account: {Settlement Account of Counterparty }

Bank: {Name of the Bank of Counterparty }

{Name of Counterparty for Signature}


Place for seal


Contractor:

{Name of Company }

INN: {INN}

KPP: { KPP }

OGRN: {OGRN}

Address: {Address for Documents}

Account: {Settlement Account}

Bank: {Name of Bank}

{Name for Signature}





Place for seal



Appendix No. 1 to the

Agreement No. {Number of Document} dated {Date of Document



1.   Services Specification

{ Invoice Part }

2.   Restrictions on data used for the InfoVizion Software Program

Within the framework of the current Agreement, the Parties shall agree with the following restrictions on data for the InfoVizion Software Program. The following data can be used for operation of the InfoVizion Software Programs:

·   own database of the InfoVizion Software Programs in PostgreSQL, which stores:

o   configuration data used for building analytics

o   data for managing the auto-order system

o   data for managing the company's assortment matrix

·   data from the single database of the accounting system (commercial accounting contour ) of the Customer, the source is the consolidated database;

·   planning data (industrial budgeting system, Excel files) of the Customer;

3.   Description of the functional features of the InfoVizion Software Program, Module: Commercial Analytics in Retail. Basic level solution.

3.1.  Variance and L4L analysis of the company's figures

The task of this analytical unit is to compare the planned figures with the achieved ones within the company (within the company as a whole, by stores and categories), namely:

·   Sales, thousand Rubles

·  % Markups

·   Markup, thousand Rubles

with % change compared to the previous year and -2 year.

You can evaluate the most critical percent change compared to the previous year based on all available system measurements (goods, manufacturers, category managers, etc.) by the following figures:

·   Average daily balance per month (cost price including VAT), thousand Rubles;

·   Average daily turnover per month (based on the sales cost price including VAT and balance cost price including VAT), days;

·   % OOS for matrix goods;

·   Goods write-off, pieces;

·   Goods write-off, Rubles.

Cross-sectional analysis of the plan implementation by stores and commodity groups and LFL analysis.

The analytical unit implements the following possibilities:

1.  Comparing the figures of the same period of the previous month (for example, 10 days of August with 10 days of July), namely:

·   Sales, thousand Rubles (VAT included);

·   Markup, thousand Rubles;

·   % Markups;

·   Average daily balance per month (cost price including VAT), thousand Rubles;

·   Average daily turnover per month (based on the sales cost price including VAT and balance cost price including VAT), days;

·  % OOS for matrix goods;


2.  Cross-sectional analysis of these figures by the commodity classifier levels and stores.

The Variance and L4L analysis should allow analyzing the following figures:

1.    Sales plan, thousand Rubles;

2.     Sales, thousand Rubles. (VAT included);

3.     % Realized Sales Plan;

4.     Δ Variance Sales, thousand Rubles;

5.     Sales, pieces;

6.     Markup Plan, thousand Rubles;

7.     Markup, thousand Rubles;

8.     % Realized Markup Plan;

9.     Δ Variance Markup, thousand Rubles;

10.  % Markups;

11.  Average daily balance per month (cost price including VAT), thousand Rubles;

12.  Average daily turnover per month (based on the sales cost price including VAT and balance cost price including VAT), days;

13.  % OOS for matrix goods;

14.  Goods write-off, pieces;

15.  Goods write-off, Rubles;

16.  Discount amount, thousand Rubles;

17.  % Discount;


Analysis of key figures dynamics compared to the previous month

For all the mentioned above figures, the user is able to view the following types of figures specifying the L4L dynamics in a tabular form:

1.  Figure of the previous (-1) month

2.  % change compared to the previous (-1) month

3.  Δ change compared to the previous (-1) month

4.  Figure of the previous (-1) year

5.  % change compared to the previous (-1) year

6.  Δ change compared to the previous (-1) year

7.  Figure of the previous (-2) year

8.  % change compared to the previous (-2) year

9.  Δ changes compared to the previous (-2) year

In this analytical unit, the user can choose one of the measurements for analysis:

1.  Commodity classifier;

2.  Commodity classifier levels;

3.  Stock;

4.  Store;

5.  Category manager;

6.  Nomenclature;

7.  TM Group;

8.  Trade mark;

9.  Calendar

9.1.  Year

9.2.  Quarter

9.3.  Month

9.4.  Week

9.5.  Date

9.6.  Days of week


3.1.1. Features for building the variance figures

The company's sales and markup plans are automatically allocated:

·   Sales by categories in each store in accordance with the sales structure of the previous 3 months;

·   Sales by days in proportion to the proceeds from the sales for each day of week of the previous month;

·   The markup by categories in each store in accordance with the % markup by each category in each store for the previous month. The markup plan by store is loaded from the Excel file;

3.1.2. Features for building the L4L figures

Features for figures calculation

·  Average daily balance;

·  Average daily turnover;

are the following: these figures are calculated for the full past month, and we can see a rolling average for the last 30 days in the current month. At calculation of figures for Δ change and % change in the current month / year, they are compared with the same period of the previous month / year.


3.1.3. Additional tools for variance and L4L analysis

Cross-sectional analysis of the plan implementation by stores and commodity groups.

It allows performing two types of analysis:

·   Evaluate the plan implementation by categories (category manager) for all stores;

·  Evaluate the plan implementation by store for all categories;

The task of the analytical unit is to indicate the most critical deviations from the plan.

Dynamics: L4L form of data representation.

A dynamic report designer for LFL and variance analysis allows performing a comparison by the following figures:

·   Sales, thousand Rubles (VAT included);

·   Markup, thousand Rubles;

·   % Markups;

·   Average daily balance per month (cost price including VAT), thousand Rubles;

·   Average daily turnover per month (based on the sales cost price including VAT and balance cost price including VAT), days;

with similar figures of the previous years. For this purpose, the user shall specify the additional figures in two columns required for him/her from the following list:

·   Plan

·   % Variance change

·   Δ Variance change

·   Plan for the full month

·   Figure of the previous (-1) month

·   % change compared to the previous (-1) month

·   Δ change compared to the previous (-1) month

·  Figure of the previous (-1) year

·  % change compared to the previous (-1) year

·  Δ change compared to the previous (-1) year

·  Figure of the previous (-2) year

·  % change compared to the previous (-2) year

·   ∆ change compared to the previous (-2) year

3.2.   Report Designer

The Report Designer for figure dynamics allows dynamically analyzing the following figures by days / weeks / months:

1.     Sales, thousand Rubles (VAT included);

2.     Sales, pieces;

3.     Markup, thousand Rubles;

4.     % Markups;

5.     Average daily balance per month (cost price including VAT), thousand Rubles;

6.     Average daily turnover per month (based on the sales cost price including VAT and balance cost price including VAT), days;

7.     % OOS for matrix goods;

8.     Loss of markup, thousand Rubles;

9.     Discount amount, thousand Rubles;

10.  % Discount;

11.  Goods write-off, pieces;

12.  Goods write-off, thousand Rubles;

In this analytical unit, the user can choose one of the measurements for analysis:

1.     Commodity classifier;

2.     Commodity classifier levels;

3.     Stock;

4.     Store;

5.     Category manager;

6.     Nomenclature;

7.     TM Group;

8.     Trade mark;

9.     Calendar

9.1.  Year

9.2.  Quarter

9.3.  Month

9.4.  Week

9.5.  Date

9.6.  Days of week

Report Designer: the tabular form of data representation


It allows performing a comparison with similar figures of the previous years. For this purpose, the user shall specify the additional figures in two columns required for him/her from the following list:


·  Plan

·   % Variance change

·   Δ Variance change

·   Plan for the full month

·   Figure of the previous (-1) month

·   % change compared to the previous (-1) month

·   Δ change compared to the previous (-1) month

·  Figure of the previous (-1) year

·  % change compared to the previous (-1) year

·  Δ change compared to the previous (-1) year

·  Figure of the previous (-2) year

·  % change compared to the previous (-2) year

·   ∆ change compared to the previous (-2) year


Report Designer: the graphical form of data representation



3.3.   Analysis of the assortment matrix filling

The task of this analytical unit is the following:

·   Analysis of efficiency of assortment matrix filling, comparison of its breadth and sales results;

·   Analysis of goods of one category based on inclusion and exclusion from the assortment matrix;

·   Analysis of availability of matrix goods as of yesterday;

·   Analysis of change dynamics in figures (sales, markups, balance, etc.) for one product in all stores of the company;

Figures used in the analytical unit:

1.     Matrix sign by stores;

2.     Quantity of matrix SKU on the balance;

3.     Quantity of non-matrix SKU on the balance;

4.     Sales, thousand Rubles;

5.     Sales, pieces;

6.     Markup, thousand Rubles;

7.     % Markups;

8.     Average daily balance per month (cost price including VAT), thousand Rubles;

9.     Average daily turnover per month (based on the sales cost price including VAT and balance cost price including VAT), days;

10.  % OOS for matrix goods;

11.  Discount amount, thousand Rubles;

12.  % Discount;

11.  Write-off amount, thousand Rubles;

14.  Balance at the end of the period, pieces;

15.  Balance at the end of the period, thousand Rubles;

16.  Stock in days, 30.



3.4.   Analysis of shortage of goods, % OOS and Loss of Profit

The task of this analytical unit is to provide information for the detailed assessment of the dynamics of goods balance, % OOS, loss of profit, as well as goods entering the shortage or surplus area.


Figures used in the analytical unit:

·   Matrix sign by stores;

·  % OOS;

·   Loss of markup, Rubles (Calculated on the basis of the data of the average daily markup for the selected period and days of absence of goods in the store);

·   Trading days (matrix);

·   Sales in thousand Rubles;

·   Balance at the end of the period, pieces;

·   Balance at the end of the period, thousand Rubles;

·   Average daily purchase for the last 30 days, pieces / kg (taking into account the days with balance in stock only);

·   Stock in days.



3.5.   ABC commodity classification

The task of this analytical unit is to classify dynamically any measurement by the following figures:

·   Sales, thousand Rubles;

·   Sales, pieces;

·   Markup, thousand Rubles;

·   Balance, thousand Rubles;

·   Discount amount, thousand Rubles;

·   Goods write-off, pieces;

·  Goods write-off, thousand Rubles;


Figures used in the analysis:

·   Share of sales figure in thousand Rubles (Markup, thousand Rubles; Balance, thousand Rubles, etc.);

·   Sales, thousand Rubles (Markup, thousand Rubles; Balance, thousand Rubles, etc.);

·   Quantity of the goods sold, pieces;

·   Markup, thousand Rubles;

·   % Markups;

·   Balance at the end of the period, pieces;

·   Balance at the end of the period, thousand Rubles.



3.6.   Analysis of the balance of goods by the turnover groups

The task of this analytical unit is the following:

·   Analysis and control over the above-standard turnover of goods in stores and by commodity categories;

·   Information on quality structure (in the terms of turnover) of the current stocks and its dynamics;

·   Analysis of goods without sales with continuous balance for the specified period;

·   Analysis of goods of one or more marketability scales by storing places;

·   Dedicated analysis of turnover by the new goods (“Novelties”);

On the basis of the actual turnover, each product in each store is classified according to the goods marketability scale. Classification is performed for each month. Groups of goods without sales are separately allocated.


The following classification groups are allocated:

·   No classification

·   Turnover within 0 days

·   Turnover within 1-5 days

·   Turnover within 5-10 days

·   Turnover within 10-20 days

·   Turnover within 20-30 days

·   Turnover within 30-60 days

·   Turnover within 60-90 days

·   Turnover for over 90 days

·   Turnover for over one year

·   No sales within 0-15 days

·   No sales within 16-29 days

·   No sales within 30-59 days

·   No sales within 60-89 days

·   No sales within 90-365 days

·  No sales for over one year

·   Zero balance

Analysis of goods marketability


Analysis of unmarketable goods by storing places


In the terms of the mentioned above classification groups, the analysis is performed by the following figures:

1.   Sales, thousand Rubles;

2.  Average daily turnover per month (based on the sales cost price including VAT and balance cost price including VAT), days;

3.   % OOS;

4.   Average monthly sales (30), pieces;

5.   Stock in days, days;

6.   Balance at the end of the period, pieces;

7.   Balance at the end of the period by the cost price, thousand Rubles;

4.   Functional boundaries of the stage

Within this Business Intelligence System, we agree the following restrictions:

1.  Access rights are not configured;

2.  Analysis is built based on the consolidating database of the accounting system only.


5.   ADDRESSES, BANK DETAILS AND SIGNATURES OF THE PARTIES


Customer:

{Name of Counterparty }

INN (Taxpayer Identification Number): {INN of Counterparty }

KPP (Tax Registration Reason Code): {KPP of Counterparty }

OGRN (Primary State Registration Number): {OGRN of Counterparty }

Address: {Address of Counterparty }

Account: {Settlement Account of Counterparty }

Bank: {Name of the Bank of Counterparty }

{Name of Counterparty for Signature}


Place for seal


Contractor:

{Name of Company }

INN: {INN}

KPP: { KPP }

OGRN: {OGRN}

Address: {Address for Documents}

Account: {Settlement Account}

Bank: {Name of Bank}

{Name for Signature}





Place for seal