IT system terms

OFFER

for the Provision of Access to the TIS IT System (COSMOS Computer Software)

Moscow

Publication Date: April 27, 2026

1. Terms and Definitions

1.1. The terms “IP Holder,” “User,” “Enterprise,” “KPI,” “Royalty,” and “Territory” shall have the meanings assigned to them in the Commercial Concession Agreement entered into between the Offeror and the User (the “CCA”).

1.2. The TIS IT System (COSMOS computer software) means the information management system used for the operation of establishments within the TIMELESS network, forming part of the network’s operational infrastructure.

1.3. This Offer constitutes an integral part of the contractual framework established under the CCA and shall apply exclusively to Users who have entered into a CCA with the Offeror.

2. Acceptance of the Offer

2.1. Acceptance of this Offer shall occur upon the User’s execution of the CCA or, where a CCA is already in force, by the User’s continued performance thereunder.

2.2. Upon acceptance, a legally binding agreement on the terms set forth herein shall be deemed concluded between the Offeror and the User without the execution of any separate document.

3. Subject Matter of the Offer

3.1. For the purpose of performing the CCA, the Offeror grants the User the right to access and use the functionality of the TIS IT System as an operational tool required for the operation of the Enterprise.

3.2. Access to the TIS IT System is provided:

without delivery of a copy of the computer software;
without assignment or transfer of any exclusive intellectual property rights;
without granting any license or sublicense;
solely by means of remote (cloud-based) access.

3.3. The User may use the TIS IT System solely for the operation of the Enterprise under the CCA and within the Territory specified therein.

4. Legal Nature of the Rights Granted

4.1. The provision of access to the TIS IT System:

does not constitute a license agreement within the meaning of Articles 1235–1236 of the Civil Code of the Russian Federation;
does not constitute the grant of a sublicense;
does not confer upon the User any independent rights in or to the computer software.

4.2. The exclusive intellectual property rights in the TIS IT System are owned by a third party, being the copyright holder of the COSMOS computer software, and are not assigned or otherwise transferred to the User.

4.3. The User acknowledges and agrees that access to the TIS IT System constitutes an operational tool used as part of the TIMELESS franchise business model.

5. Consideration

5.1. No separate fee shall be payable by the User for access to the TIS IT System.

5.2. The cost of providing access to the TIS IT System is included in the Royalty payable by the User to the Offeror pursuant to Part I of the CCA.

5.3. The User acknowledges and agrees that its use or non-use of the TIS IT System shall not affect the amount of the Royalty and shall not constitute grounds for any reduction thereof.

6. Terms of Use of the TIS IT System

6.1. The User may use the TIS IT System:

for accounting, monitoring, and managing the operational activities of the Enterprise;
for compliance with the operational standards of the TIMELESS network;
within the scope of functionality determined by the Offeror.

6.2. The User shall not:

copy, modify, reverse engineer, decompile, or otherwise attempt to derive the source code of the TIS IT System;
provide access to the TIS IT System to any third party other than personnel engaged in the operation of the Enterprise;
use the TIS IT System after the expiration or termination of the CCA.

7. Term and Termination of Access

7.1. Access to the TIS IT System shall be granted for the duration of the CCA.

7.2. Upon termination or expiration of the CCA for any reason, the User’s right to access the TIS IT System shall automatically terminate without the need for any additional agreement or notice.

7.3. The Offeror shall be entitled to suspend or terminate the User’s access to the TIS IT System in the circumstances provided for in the CCA.

8. Liability and Personal Data

8.1. The User shall be solely responsible for compliance with the applicable laws of the Russian Federation when using the TIS IT System, including legislation governing personal data.

8.2. The provisions relating to personal data, liability, and limitations of liability shall apply in accordance with the CCA.