Public offer

This public offer (hereinafter - the “Terms”) constitutes an offer to individuals (hereinafter – the “Agents”) to use the Partner Relationship Management (PRM) system (hereinafter - the “Platform”) for attracting clients under the terms set out below.

The PRM is an online platform owned by the Company, designed for registering and managing agents, recording client information, automating interaction with agents, monitoring transaction statuses, calculating remuneration, and storing data related to the performance of the Agency Agreement. The Agent's access to the Platform is provided on the terms established by the Company.

1.1. These Terms define the procedure for Agent registration, use of the Platform, and the rights and obligations of the Agent and the Company.

1.2. Acceptance of these Terms is effected upon registration on the Platform by clicking the “I Agree” button and shall be deemed equivalent to signing a written agreement. Following the Agent’s acceptance of these Terms, the Parties shall enter into a separate agency agreement (executed electronically via DocuSign, PandaDoc or similar) setting out the commercial and operational terms (including commission and payment mechanics). The Agency Agreement is incorporated by reference into these Terms and, together with these Terms, constitutes the Parties’ overall contract. In the event of any conflict, precedence is determined by Clause 1.6.

1.3. The Company may amend these Terms by emailing notice at least five (5) business days before the effective date. Material changes apply prospectively and do not affect accrued rights or obligations. Commercial terms contained in the signed Agency Agreement (e.g., commission amount or payment schedule) cannot be changed via these Terms and require mutual written consent.

1.4. If the Agent does not agree to the amended Terms, they must cease using the Platform, notify the Company thereof, and initiate termination of the agreement.

- they have full legal capacity and authority to enter into an agreement with the Company;

- they are solely responsible for payment of taxes, fees, and other mandatory charges in their jurisdiction;

- they are not engaged in activities that are unlawful or infringe the rights of third parties.

1.6. These Terms and the Agency Agreement together form the Parties’ overall contract. If there is any conflict, the Agency Agreement prevails for commercial and operational terms (scope of services, commission amount, invoicing and payment mechanics), and these Terms prevail for legal, regulatory and platform-use terms (including confidentiality, data protection, IP, liability and indemnity, force majeure, governing law and dispute resolution, notices, amendments, suspension/termination, and use restrictions). Amendments under Clause 1.3 do not alter the Agency Agreement’s commercial terms unless mutually agreed in writing.

- tax details (tax/registration/identification number and other applicable details used in the country of residence);

2.2. The Agent is fully responsible for the accuracy and validity of the information provided. The Company shall not be liable for any losses resulting from errors in the details provided by the Agent.

2.3. The Company may refuse registration at its sole discretion without providing reasons.

2.4. The Agent’s account is personal and may not be transferred to third parties.

3.1. Access to the Platform’s functionality (reservation of client companies, creation of transactions) is granted only after:

- completion of identity verification and document check (document recognition);

- execution of an agency agreement (via DocuSign, PandaDoc, or electronic digital signature).

- Within five (5) business days from registration in the PRM and signing the Agreement, the Agent must select a client company from the list provided by the Company in the PRM. If the company is not on the list, the Agent must propose a new company by completing the required information and submitting it for moderation. The Agent bears full responsibility for the accuracy of the data provided. In case of duplication due to the Agent’s error, the Company shall not be liable for refusal to assign the company.

- The Agent may have no more than three (3) client companies reserved at the same time.

- A reservation is valid for three (3) months from the date of administrator approval. During the reservation period, only the Agent has the right to interact with the client.

- Requests for extension of the reservation shall be submitted via the Platform and reviewed at the Company’s discretion.

- Upon expiry of the reservation period, if the transaction is not closed, the Agent loses the right to continue working with the company. All company data shall be transferred to the Company for further handling or may be reassigned to other agents in the PRM at the Company’s discretion.

3.3. The Company may cancel a reservation in case of breach by the Agent (e.g., lack of activity or failure to fulfil the agreement).

perform all actions under the Agreement on the most favorable terms for the Company, in good faith and reasonably, in accordance with the terms of this Agreement;
study the Products, their features, and terms of use. Seek and attract clients within the Platform;
attract clients on terms agreed with the Company and shall not be entitled to offer or agree with clients any prices or terms of use of the Products other than those established by the Company. All commercial offers (COs) sent to clients are subject to prior written agreement with the Company (including electronic correspondence);
enter accurate information about clients and decision-makers (DMs) into the Platform;
comply with the laws of the country in which they operate;
not take any actions on behalf of the Company that have not been agreed through the Platform.

4.2. The Agent shall not be entitled to conclude sub-agency agreements with third parties and transfer their obligations under this Agreement to other third parties.

4.3. The Agent's expenses and costs related to the performance of the Agreement shall not be reimbursed or paid by the Company, unless otherwise agreed with the Agent on an individual basis.

provide the Agent with access to the Platform and training materials (videos, instructions, presentations);
timely review the Agent's applications and reservations;
provide technical support on issues related to the use of the Products;
approve commercial offers and terms of cooperation with clients;

pay commission in accordance with the procedure established in Section 3 of this Agreement.

5.1. The Agent shall update the status of work with clients on the Platform weekly, choosing from the following:

5.3. Failure to update statuses as required constitutes a breach of these Terms.

6.1. The Agent’s remuneration shall be paid in the manner and on the terms set out in the agency agreement concluded with the Company.

6.2. The remuneration shall amount to ten percent (10%) of the first payment actually received by the Company from a client with whom a contract was concluded through the Agent’s involvement, unless otherwise agreed in the agency agreement.

6.4. The Agent is responsible for the payment of all applicable taxes, fees, mandatory charges, and other deductions in their jurisdiction.

6.5. The Agent undertakes to provide the Company with all necessary tax documents upon the Company's request (including forms W-8BEN / W-9 or their equivalents) confirming their tax status. If such documents are not provided, the Company shall be entitled to withhold from the Agent's remuneration (in the form of a commission) any taxes, fees, and other mandatory payments that may be levied in accordance with the laws of the United States or other applicable jurisdiction. The amounts withheld shall be deemed to be the fulfillment of the Company's obligations to pay the remuneration in the relevant part.

7.1. The Company shall provide the Agent with access to training materials (videos, presentations, manuals).

7.2. The Agent may use such materials solely for work on the Platform and shall not share them with third parties or use them for personal projects.

- treat all information received from the Company (including training materials, APIs, demo versions of software, presentations, and other materials) as confidential and not disclose or use it outside the performance of this Agreement. The Agent shall not copy, transfer, or use the Company’s materials for personal projects or for competitors.

8.2. The Agent shall indemnify and hold harmless the Company from and against losses, third-party claims, fines and penalties to the extent caused by the Agent’s breach of this Section 8 or unlawful conduct.

9.1. Roles. The Company acts as the data controller (“Controller”) for personal data it processes under these Terms. The Agent is the data subject (“Data Subject”) with respect to their own data. Where the Agent enters third-party personal data (e.g., client Decision Makers) into the Platform, the Agent represents it has a lawful basis to collect and share such data; upon entry, the Company processes that data as an independent Controller.

9.2. Categories of data. The Company may process the following personal data: (i) Agent identification and contact data (full name, address, phone, email), government/ID document details, tax and bank details; (ii) technical/usage data related to Platform access; (iii) Decision Makers’ data entered by the Agent (full name, position, phone, email); and (iv) biometric identifiers/templates only where lawful and strictly necessary (e.g., identity verification/KYC), subject to additional safeguards and, where required, explicit consent.

9.3. Purposes of processing. Personal data is processed for: (a) registration, authentication and identity verification on the Platform; (b) entering into and performing the Agency Agreement and these Terms (including deal workflow, communications and transaction record-keeping); (c) payments, accounting and taxation; (d) compliance with AML/KYC and other legal obligations; (e) Platform operation, security, fraud prevention and analytics; (f) handling claims, audits, and dispute resolution.

9.4. Lawful bases. Processing is carried out on the basis of: (a) performance of a contract (to register, operate the account and perform these Terms/Agency Agreement); (b) legal obligations (including AML/KYC, tax and accounting); (c) the Company’s legitimate interests (operating and improving the Platform, ensuring information security and preventing fraud), balanced against Data Subjects’ rights; and (d) consent where required by law (e.g., for certain biometrics or optional marketing). Where consent is used, it may be withdrawn at any time without affecting prior lawful processing.

9.5. Accuracy and updates. The Agent confirms the accuracy of data provided and undertakes to promptly update it in case of changes.

9.6. Agent’s responsibility for third-party data. Before entering Decision Makers’ data (or any third-party data) into the Platform, the Agent shall ensure a lawful basis (and obtain consent where required by applicable law) and provide any required notices to such individuals.

9.7. Storage location; transfers. Personal data is stored on servers in the Republic of Kazakhstan and protected with appropriate technical and organizational measures consistent with recognized international standards. Limited cross-border access or transfers may occur (e.g., to support, payment, or KYC providers). Where applicable law requires, such transfers are protected by Standard Contractual Clauses or equivalent safeguards. Data remains subject to the protections of this Section 9.

9.8. Processors and disclosures. The Company may engage processors/sub-processors (e.g., hosting, email, payments, KYC/identity verification, analytics) under written data-processing terms no less protective than this Section. Disclosures may also be made to banks, auditors, advisors, or authorities where required by law. The Company remains responsible for its processors.

9.9. Retention. Personal data is retained only as long as necessary for the purposes in 9.3 and to meet legal/ regulatory retention requirements (including AML/tax record-keeping), after which it is securely deleted or anonymized.

9.10. Data subject rights. Subject to legal limits, Data Subjects may request access, rectification, erasure, restriction, portability, and may object to processing based on legitimate interests. Requests and privacy queries may be sent to: e-mail agent@biometric.vision (or the contact specified in the Privacy Policy). Where the legal basis is consent, it may be withdrawn as set out in 9.4.

9.11. Withdrawal and closure. The Agent may withdraw consent for their own data by written notice to e-mail agent@biometric.vision. Withdrawal that prevents the Company from performing these Terms will result in account deletion and termination of Platform access; statutory retention obligations may require the Company to keep certain records.

9.12. Security incidents. The Company maintains measures to detect, investigate and mitigate personal-data incidents. Where required by law, the Company will notify competent authorities and affected Data Subjects. Liability and remedies for data-protection breaches are governed by Section 10 (Liability and Indemnity).

9.13. Privacy Policy. Further details of processing (including current processor categories and transfer safeguards) are set out in the Company’s Privacy Policy, which forms an integral part of these Terms and is incorporated by reference.

10.1. Definition. “Confidential Information” means any non-public information disclosed by a Party (the Disclosing Party) to the other Party (the Receiving Party) in any form (written, oral, electronic, visual), including without limitation: trade secrets, know-how, software (in any form), source/object code, designs, specifications, documentation, financials, pricing, business and marketing plans, customer/prospect lists and contacts, negotiations and their status, as well as any third-party information a Party is obliged to keep confidential.

10.2. Exclusions. Confidential Information does not include information that the Receiving Party proves: (a) is or becomes public without breach; (b) was lawfully known to the Receiving Party before disclosure; (c) is lawfully disclosed by a third party without a duty of confidence; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

10.3. Purpose & Use. Confidential Information may be used solely to evaluate, enter into, and perform the cooperation contemplated by these Terms and the Agency Agreement (Permitted Purpose).

10.4. Disclosure on a Need-to-Know Basis. The Receiving Party may disclose Confidential Information only to its and its affiliates’ employees, contractors, and advisers who have a strict need to know for the Permitted Purpose and who are bound by confidentiality obligations no less protective than this Section. The Receiving Party remains responsible for their compliance.

10.5. Safeguards. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses for its own similar information (and not less than reasonable care), promptly notify the Disclosing Party of any unauthorized use or disclosure, and reasonably cooperate to mitigate harm.

10.6. Compelled Disclosure. If legally required to disclose Confidential Information, the Receiving Party shall (to the extent lawful) promptly notify the Disclosing Party to allow it to seek protective relief and shall disclose only what is legally required, preserving confidentiality where possible.

10.7. No License. Except for the limited right to use for the Permitted Purpose, no license or other rights (express or implied) to the Disclosing Party’s intellectual property are granted.

10.8. Return/Destruction. Upon written request or upon termination of cooperation, the Receiving Party shall promptly return or securely destroy Confidential Information (including copies and extracts) and certify completion, except that one archival copy may be retained if required by law or internal compliance policies, remaining subject to this Section.

10.9. Independent Development (“Residuals”). Nothing restricts either Party from independently developing or acquiring products or services that are similar to those disclosed, provided no Confidential Information is used. Each Party may use general knowledge, skills and experience retained in unaided memory.

10.10. Publicity. Neither Party shall issue press releases, public announcements, or otherwise disclose the existence or terms of the Parties’ relationship without the other Party’s prior written consent, unless required by law.

10.11. No Obligation. Disclosure of Confidential Information does not obligate either Party to proceed with any transaction or relationship beyond what is expressly agreed elsewhere in these Terms and/or the Agency Agreement.

10.12. “As Is.” Confidential Information is provided “as is” without warranties of any kind (statutory warranties that cannot be excluded remain unaffected).

10.13. Term & Survival. The obligations in this Section apply from initial disclosure and continue for five (5) years after the later of (i) termination of cooperation between the Parties or (ii) last disclosure; trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

10.14. Remedies; Law & Disputes. Remedies and liability caps/limitations apply as set out in Section 12 (Liability and Indemnity) of these Terms. Governing law and dispute resolution apply as set out in Section 16 (Governing Law and Dispute Resolution).

11.1. All rights to the Software, its source codes, algorithms, databases, interfaces, graphic elements, documentation, brand, trademarks, commercial designations, marketing materials, and any other results of intellectual activity (hereinafter referred to as “Company Intellectual Property”) belong to the Company or its rights holders.

11.2. The Agent acknowledges that this Agreement does not grant them any rights to the Company's Intellectual Property, except for the right to use the materials provided solely for the performance of their obligations under this Agreement.

11.4. All marketing materials (presentations, CO templates, instructions) provided to the Agent remain the property of the Company and must be returned or deleted at the Company's request.

11.5. Any materials created by the Agent during the performance of the Agreement and related to the Software or the Company's clients (customers) shall automatically be considered the property of the Company, unless otherwise agreed in writing.

11.6. Assignment of work product. To the extent that any copyright, database rights or other intellectual property rights in any materials created by the Agent in the course of performing these Terms would otherwise vest in the Agent, the Agent hereby assigns to the Company, by way of present assignment of present and future rights, all such rights worldwide. Where any right is not assignable, the Agent grants an exclusive, royalty-free, irrevocable, perpetual licence (with right to sublicense) and waives (to the maximum extent permitted by law) moral rights. The Agent shall execute further documents reasonably required to perfect the foregoing.

12.1. The Parties shall be liable for failure to perform or improper performance of their obligations under this Agreement to the extent established by this Agreement and applicable law.

· the accuracy of the information provided by them about themselves, their details, and their clients;

· unauthorized transfer of confidential information received from the Company to third parties;

· violation of the rights of third parties (including intellectual property rights) in the performance of the Agreement;

· any losses incurred by the Company as a result of their intentional actions or gross negligence.

· any indirect losses of the Agent, including lost profits or loss of business reputation;

· failure to receive remuneration by the Agent if the client has not paid under the agreement concluded with the Company.

12.4. The Company's total liability for all claims arising out of or in connection with this Agreement shall be limited to the amount of remuneration paid to the Agent for the last 12 (twelve) months preceding the event giving rise to liability.

12.5. The Agent undertakes to reimburse the Company for all losses, legal defense costs, and penalties arising from claims by third parties caused by the Agent's breach of the Agreement.

12.6. The Agent is responsible for any unauthorized use, access to, or disclosure of the Company’s Confidential Information (as defined in Section 10) or personal data processed under these Terms. In addition to any other remedies, the Agent shall: (a) reimburse the Company for its direct losses arising from such breach (including reasonable costs of investigation, remediation, containment, required notifications and credit-monitoring, replacement of affected materials, and reasonable attorneys’ fees); (b) indemnify and hold the Company harmless from and against all third-party claims, regulatory inquiries, fines, and penalties to the extent caused by the Agent’s breach; and (c) implement, at the Agent’s cost, corrective measures reasonably required by the Company to mitigate further harm. The limitations and exclusions of liability do not apply to the Agent’s breach of Section 8 (Confidentiality) or to the Agent’s fraud, willful misconduct, or gross negligence. The Company is entitled to seek injunctive or equitable relief (including specific performance) without posting bond, in addition to damages.

Where reasonable, the Company will give the Agent prior notice and an opportunity to cure before suspension, save in cases of fraud, legal compulsion or risk to the Platform.

13.2. In the event of account suspension, remuneration for incomplete transactions may be cancelled.

14.1. The Agency Agreement shall enter into force upon its signing in electronic form and shall remain in force until the Parties have fulfilled all their obligations.

14.2. Each Party shall have the right to terminate the Agreement without explanation (termination for convenience) by giving written notice to the other Party 30 (thirty) calendar days in advance.

14.3. The Company shall be entitled to terminate the Agreement immediately or within 3 (three) business days (termination for cause) if any of the following circumstances occur:

· material breach by the Agent of their obligations under the Agreement, the Offer, the Privacy Policy, the NDA, or their tax obligations;

· competition with the Company (offering similar products of third parties to the Company's clients (customers);

· systematic violation of service, sales, or marketing standards in front of the Company's clients.

· systematic failure to comply with requirements to update data in PRM or provision of false data, or other actions detrimental to the Company.

14.4. The terms of the Agreement may be amended by agreement of the Parties and shall be made in writing (including electronic format) by drawing up a bilateral agreement.

15.1. The Parties shall be released from liability for partial or complete failure to fulfill their obligations under this Terms and the Agency Agreement if such failure is caused by circumstances beyond the reasonable control of the Parties (force majeure), including, but not limited to: natural disasters, fires, floods, epidemics, wars, terrorist acts, strikes, government prohibitions, sanctions, disruptions in the operation of global telecommunications networks or data centers, as well as any other circumstances that could not have been foreseen or prevented by reasonable measures.

15.2. The obligations of the Parties shall be suspended for the duration of the force majeure, but shall not be terminated.

15.3. The Party affected by force majeure shall notify the other Party within 10 (ten) calendar days of its occurrence, providing supporting documents (if available).

15.4. If the force majeure circumstances continue for more than 60 (sixty) calendar days in a row, each Party shall have the right to terminate the Agreement by notifying the other Party in writing, without any penalties.

16.1. These Terms shall be governed by and construed in accordance with the laws of England and Wales.

16.2. Any dispute, disagreement, controversy, or claim, whether contractual or non-contractual, arising out of or in connection with these Terms or Agency agreement concluded on its basis, including those relating to its existence, validity, interpretation, performance, breach, or termination, shall be settled by the Parties through negotiation. If, within 30 (thirty) calendar days from the date of written notification of the dispute by one of the Parties, the Parties fail to reach an agreement, such dispute shall be referred for consideration and final resolution to arbitration conducted by the International Arbitration Centre (IAC) of the Astana International Financial Center (AIFC), in accordance with the IAC Rules of Arbitration and Mediation in force on the date of filing the Request for Arbitration with the IAC Registrar and forming an integral part of this clause/Agreement. Seat (legal place) of arbitration: Astana International Financial Centre (AIFC). Tribunal: one (1) arbitrator.

17.1. This Terms and the Agency Agreement are the entire agreement between the Parties and supersedes all prior agreements (oral or written) relating to its subject matter.

17.2. No verbal statement, promise, or representation not set forth in the text of the Agreement shall have any legal force.

17.3. If any provision of the Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17.4. Electronic signing of the Agency Agreement (DocuSign, PandaDoc, EDS, or similar service) shall be deemed equivalent to a handwritten signature. Appendices and documents signed by the Parties via PRM shall form an integral part of the Agreement.

17.5. All notifications under the Agreement shall be sent in writing by email or via the PRM platform. A notification shall be deemed received 24 hours after dispatch, unless proven otherwise. The Parties shall update their contact details for receiving notifications in a timely manner.

17.6. The Agent acts as an independent contractor. Nothing creates employment, partnership, joint venture or agency (beyond what is strictly necessary to perform the referral functions).

17.7. The Agent may not assign or transfer any rights or obligations without the Company’s prior written consent. The Company may assign its rights and obligations (in whole or in part) to an affiliate or in connection with a merger, reorganization or sale of business by notice to the Agent.

By clicking the “I Agree” button during registration, the Agent confirms that they: