Public Offer & Terms of Service

1.1. This Public Offer (hereinafter the “Agreement” or “Terms”) sets forth the legally binding terms governing the provision of Information Technology (IT) services.

1.2. This Agreement is a public offer by Individual Entrepreneur Avakimyan Artyom, registered and operating under the laws of the Republic of Armenia (hereinafter the “Provider” or “We”), directed to any physical person or legal entity worldwide (hereinafter the “Client” or “You”).

1.3. By performing actions directed at receiving the Services (including but not limited to submitting a request, paying an invoice, or accessing deliverables), the Client fully and unconditionally accepts the terms of this Agreement.

1.4. This Agreement is governed by the laws of the Republic of Armenia and internationally recognized digital commerce standards.

Provider — Individual Entrepreneur Avakimyan Artyom (Neuronode).

Client — the individual or legal entity purchasing the Services.

Services — IT architecture design, technical systems analysis, software configuration, algorithm development, API integration, and technical support provided by the Provider.

Deliverables — the tangible or intangible outcome of the Services (e.g., custom scripts, configured workspaces, API integrations).

Statement of Work (SOW) — a document, invoice description, or written communication (including email or messenger) specifying the exact scope, timeline, and price of the Services.

3.1. The Provider agrees to render IT Services to the Client in accordance with the agreed SOW, and the Client agrees to accept and pay for these Services.

3.2. The Services may include (but are not limited to):

• IT architecture design and technical analysis of information systems to adapt to the Client’s requirements;
• Development and configuration of software algorithms, custom scripts, and automated workflows;
• Technical environment deployment, basic workspace configuration, and third-party API integrations;
• Software troubleshooting and technical account optimization.

3.3. STRICT LIMITATION: The Services are strictly limited to technical development, systems analysis, and software configuration. The Provider DOES NOT sell, resell, distribute, or provide software licenses, paid digital subscriptions, tools for bypassing regional technical restrictions, mass account creation, or unauthorized access to any third-party digital platforms.

3.4. The specific scope, content, timeline, and cost of Services shall be agreed upon in writing via correspondence, technical specification, or invoice.

3.5. The Provider reserves the right to engage independent contractors or third parties to fulfill its obligations under this Agreement, remaining liable for the quality of the final Deliverables.

4.1. This Agreement does not require a physical signature. It is formed electronically upon the Client’s acceptance.

4.2. Acceptance occurs when the Client performs any of the following actions: paying an invoice issued by the Provider, clicking an “I Accept” (or similar) button on the Provider’s website, or issuing a clear written authorization to commence work.

5.1. Provider’s Obligations: To provide Services with professional care, adhering to industry standards and the agreed SOW; to correct material defects identified during the acceptance period.

5.2. Provider’s Rights: To suspend Services if the Client fails to provide necessary inputs, access credentials, or timely payments; to update these Terms unilaterally (changes apply only to future SOWs).

5.3. Client’s Obligations: To provide accurate information, prompt feedback, and necessary technical access required for the Provider to perform the Services; to pay all fees on time.

5.4. Client’s Warranties: The Client guarantees that the purposes for using the Deliverables (including customized algorithms, scripts, and configurations) are lawful. The Client is solely responsible for complying with the Terms of Service of any third-party digital platforms, cloud APIs, or neural networks they utilize. The Client shall not use the Deliverables for illegal purposes, automated spam, or artificial manipulation of system metrics.

6.1. The cost of the Services is determined individually based on the Client’s request and is explicitly stated in the invoice or SOW.

6.2. Unless otherwise agreed in writing, Services require a 100% upfront payment before work commences.

6.3. Payment Methods: Payments are processed through authorized third-party payment gateways (e.g., Stripe, PayPal, banking networks). The currency is determined by the invoice.

6.4. Taxes: The Client is solely responsible for any VAT, sales tax, or withholding taxes applicable in their jurisdiction. All fees quoted by the Provider are net of such taxes unless explicitly stated otherwise.

7.1. Deliverables are transmitted digitally (via email, secure link, or direct environment deployment).

7.2. Acceptance Period: Upon delivery, the Client has three (3) calendar days to review the Deliverables. If the Client does not submit a motivated, written request for corrections within this period, the Services are deemed fully accepted and legally rendered.

7.3. Minor adjustments within the original scope will be resolved promptly. Any requests outside the agreed SOW will be billed separately as additional Services.

8.1. Custom Digital Nature: Due to the customized and intangible nature of technical software configuration services, no refunds are provided once the Provider has commenced work on the SOW or once Deliverables have been transferred.

8.2. Pre-commencement Cancellations: If the Client cancels the order before the Provider begins work, a refund may be issued minus processing fees levied by the payment gateway or bank.

8.3. Chargebacks: The Client agrees to resolve any disputes directly with the Provider before initiating a chargeback with their bank or payment processor. Unjustified chargebacks will be disputed using communication logs as proof of service delivery.

9.1. Upon full payment of all undisputed fees, the Provider grants the Client a worldwide, perpetual, non-exclusive license to use the final Deliverables (including custom scripts and workflows) for their intended business purpose.

9.2. The Provider retains all underlying intellectual property rights to pre-existing libraries, scripts, or methodologies utilized to build the Deliverables.

9.3. The Provider reserves the right to use non-confidential project descriptions in their professional portfolio.

10.1. Both Parties agree to maintain the confidentiality of any proprietary information, trade secrets, access credentials, and technical data shared during the performance of this Agreement.

10.2. Data Processing (GDPR Compliance): If the Provider accesses personal data controlled by the Client, the Provider acts solely as a “Data Processor.” The Provider implements appropriate technical and organizational measures to ensure data security and will not use such data for any purpose other than executing the agreed Services.

11.1. “As-Is” Provision: Deliverables are provided “as is.” The Provider makes no implied warranties regarding fitness for a particular purpose beyond the specifications agreed in the SOW.

11.2. Third-Party Dependencies: The Provider is NOT the owner of any third-party external APIs, cloud infrastructures, or artificial intelligence platforms and is NOT liable for their policy changes, regional limitations, API deprecations, or server downtimes. The Provider is not responsible for the consequences of the Client’s use of Deliverables within such external platforms, including potential account restrictions.

11.3. Limitation of Liability: In no event shall the Provider be liable for indirect, incidental, or consequential damages (including loss of profits). The total liability of the Provider is strictly limited to the amount paid by the Client for the specific Service giving rise to the claim.

12.1. Neither Party shall be held liable for failure to perform obligations under this Agreement if such failure is caused by an event beyond their reasonable control (e.g., natural disasters, acts of war, global internet outages, government embargoes).

12.2. The affected Party must notify the other Party within a reasonable timeframe. If the force majeure event lasts longer than sixty (60) days, either Party may terminate the Agreement.

13.1. This Agreement and all related matters shall be governed by and construed in accordance with the laws of the Republic of Armenia.

13.2. Mandatory Pre-Trial Resolution: In the event of a dispute, the Parties agree to first attempt to resolve it through good-faith negotiations. A formal written claim must be submitted, with a mandatory response period of fifteen (15) calendar days.

13.3. If negotiations fail, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of the Republic of Armenia.

13.4. Language: The primary language of this Agreement is English. In case of any discrepancies with translated versions, the English text shall prevail.