Offer on the use of the kup2b platform

Version dated 7 October 2026.

This is an English translation for convenience. In case of any discrepancy, the Russian version prevails.

This document is an offer by Individual Entrepreneur Yulia Viktorovna Konovalova (the “Operator”) to enter into an agreement on the use of the kup2b platform on the terms set out below. The Offer is addressed to legal entities and individual entrepreneurs registered under Russian law. Individuals who do not have individual entrepreneur status may not be a party to the Agreement.

1. Terms and definitions

1.1. Operator means Individual Entrepreneur Yulia Viktorovna Konovalova, INN 590402889790, OGRNIP 326508100405306, owner of the Platform and administrator of https://kup2b.ru.

1.2. Platform means the Operator's software and hardware complex available at https://kup2b.ru (including subdomains, mobile versions and applications, and API), intended for Sellers to list their own Product catalogues and prices, for Buyers to access Sellers' catalogues, exchange Price Requests, place Orders and communicate with Participants. There is no single catalogue of all Sellers' Products or general search across Products of different Sellers on the Platform; the Platform does not select Products for a Buyer or match offers from different Sellers.

1.3. Offer means this document published at https://kup2b.ru/legal/offer, together with all appendices.

1.4. Agreement means the agreement on the use of the Platform entered into between the Operator and a Company by acceptance of the Offer on the terms set out in the Offer and its appendices.

1.5. Rules means the Rules for listing products and using the Platform (Appendix 1 to the Offer), published at https://kup2b.ru/legal/rules. The Rules form an integral part of the Agreement.

1.6. Policy means the Operator's Personal Data Processing Policy published at https://kup2b.ru/legal/privacy.

1.7. Company (Participant) means a legal entity or individual entrepreneur that has completed Registration and accepted the Offer. The same Company may act on the Platform both as a Seller and as a Buyer.

1.8. Seller means a Company that lists information about its Products and prices on the Platform and accepts Orders.

1.9. Buyer means a Company that sends Price Requests and Orders to Sellers. Verification is required to place Orders; a Buyer Company is verified after the Seller has confirmed its Counterparty relationship with that Company (clause 9.1).

1.10. Counterparty means a Buyer whose relationship with a particular Seller has been confirmed on the Platform (the Buyer's application was accepted by the Seller or the Seller added the Buyer to its counterparties). Only Counterparties may be assigned Individual Prices by a Seller.

1.11. User means an individual with an Account on the Platform acting on behalf of one or more Companies within an assigned Role.

1.12. Role means a set of User permissions in a Company: “owner” means full access, including managing Users and deleting the Company; “manager” means managing the catalogue, prices, Orders and communications; “buyer” means creating Price Requests and Orders on behalf of the Company. A detailed list of each Role's permissions is in the Platform help section (https://kup2b.ru/help).

1.13. Authorised person means a User who registers a Company and accepts the Offer on its behalf and confirms that they have authority to enter into the Agreement (a sole executive body, individual entrepreneur or person acting under a power of attorney).

1.14. Account means the set of User data (email address, password or other authentication method, full name and telephone number) that identifies the User on the Platform.

1.15. Personal Account means the closed section of the Platform available to a User after authentication and used to manage Company data, Products, prices, Orders and communications.

1.16. Registration means creating a User Account and a Company profile by tax identification number, with the information requested by the Platform.

1.17. Verification (moderation) means the Operator's review of Company information, resulting in the Company being assigned “verified” status or Verification being refused.

1.18. Product means a product and, where applicable, work or service, information about which a Seller lists on the Platform for sale to Buyers.

1.19. Product Card means the set of information listed by a Seller about a Product: name, category, description, characteristics, images, unit of measurement, VAT rate, minimum quantity and multiple, Retail Price and warehouse stock.

1.20. Retail Price means the default Product price set by a Seller in a Product Card. At the Seller's choice, Retail Prices may be open to all Platform visitors or available only to Counterparties.

1.21. Individual Price means a Product price for a particular Counterparty or group of Counterparties, determined by the Seller's pricing rules (discounts, fixed prices, volume tiers and validity periods). An Individual Price is available only to the Counterparty for which it is set.

1.22. Price Request (RFQ) means a request sent by a Buyer to a Seller through the Platform containing a list of Products, quantities and, optionally, a target price.

1.23. Price Offer means a Seller's response to a Price Request stating prices, minimum quantities and the offer validity period. When a Buyer accepts a Price Offer, an Individual Price is created for that Buyer for the offer's validity period.

1.24. Order means a proposal created by a Buyer on the Platform and addressed to a particular Seller to supply Products on the terms recorded in the Order: composition, quantity, prices, shipping warehouse, delivery method and address. An Order confirmed by the Seller is a specification to the agreement between Participants; if no such agreement has been signed, it is a standalone one-time supply agreement (clause 9.3).

1.25. Agreement between Participants means a supply agreement for Products (framework, one-time or other) entered into directly between a Seller and a Buyer outside the Platform in a form they agree themselves. The Operator is not a party to that agreement, does not offer its form, negotiate its terms or review it.

1.26. Invoice means a document for payment for Products under an Order, generated by the Platform based on details and data entered by the Seller or issued by the Seller independently under the Agreement between Participants. An Invoice is the Seller's document.

1.27. Thread (chat) means a Platform section for messages between a Seller's and a Buyer's Users connected to a specific object: an Order, Price Request or Counterparty application.

1.28. Notification means a message from the Operator or Platform sent to a User in the Personal Account, by email, as a browser push notification or by another method enabled by the User in Account settings.

1.29. Content means any information posted by a Participant on the Platform: Company data, logo, descriptions, Product Cards, images, documents and Thread messages.

1.30. Plans and Pricing means the terms for paying for the Operator's services under section 14 of the Offer.

1.31. Simple electronic signature (SES) means a combination of a User's login (email address) and password or a one-time code sent to a confirmed email address or telephone number. Actions performed in the Personal Account after authentication are deemed performed by the User and signed with the User's SES.

1.32. Personal Data Processing Agreement means a separate agreement between a Company (personal data operator) and the Operator (the person processing personal data on instruction) concerning information about individuals that the Company enters on the Platform not as Users. It is entered into separately in writing from acceptance of the Offer (clause 12.4); the form is published at https://kup2b.ru/legal/dpa.

1.33. Seller's Catalogue means the set of Product Cards and categories created independently by the Seller. Catalogue mode: a Seller's catalogue may be public (available to all visitors and indexed by search engines), private (available only to the Seller's Counterparties) or password-access (available without Registration to anyone to whom the Seller has given the password). A person granted access may export a list of selected Products with prices to a file and send it to an email address specified by that person. The file is informational. The Seller independently determines to whom it gives the password and changes it periodically.

1.34. Billing Period has the meaning established in the Plans and Pricing.

1.35. Trial Period has the meaning established in the Plans and Pricing.

Other terms are interpreted in accordance with Russian law and business customs.

2. Subject of the Agreement

2.1. Under the Offer, the Operator provides the Company with access to the Platform and the right to use its functionality (a simple, non-exclusive licence), and the Company must use the Platform in accordance with the Offer, Rules and Russian law.

2.2. The Platform's functionality includes, in particular: a Company profile and public page; a Product catalogue with Product Cards, warehouses, stock and delivery methods; management of Counterparties, Counterparty groups, Retail and Individual Prices; Price Requests and Price Offers; cart and Orders; generating Invoices; Threads and Notifications; data import and export; catalogue modes; exporting a Product list to a file from a password-access catalogue; API, webhooks and exchange with accounting systems within a Plan; the “Tools” section available without Registration on separate terms; and exchange with electronic document management operators as functionality is introduced. The Operator determines the functionality and may change it.

2.3. The licence is granted worldwide for the term of the Agreement to use the Platform for its intended purpose—organising and supporting wholesale transactions between Participants. The Company may not copy or modify the Platform software, decompile it, extract Platform databases (including mass automated collection of data—parsing) or transfer licence rights to third parties.

2.4. Operator status. The Operator owns the Platform and is an information intermediary providing Participants with the technical ability to post and exchange information. The Operator:

• is not a party to Agreements between Participants and does not act as a seller, buyer, commission agent, agent, attorney or other representative of Participants;
• does not accept payment for Products, participate in settlements between Participants or act as a payment agent; all settlements are made directly by Participants using the Seller's details;
• does not own or possess Products and does not store, transport or transfer them;
• does not guarantee entering into or performing Agreements between Participants, or the quality, quantity, completeness, safety, description or legal compliance of Products, or Participants' solvency and good faith.

2.5. The Platform is intended for legal entities and individual entrepreneurs to acquire and sell Products for business purposes. Registration and placing Orders by individuals without individual entrepreneur status are not provided on the Platform. Consumer protection law does not apply to relations between Participants connected with acquiring Products for business purposes. The Operator is not an owner of an information aggregator about goods (services) within the meaning of the Russian Consumer Protection Law because it does not sell Products, accept payments from Buyers or participate in entering into or performing Agreements between Participants.

2.6. Relations between the Operator and the Company are governed by the Civil Code of the Russian Federation provisions on licence agreements (Chapter 70) and paid services (Chapter 39), with respect to paid services if introduced, as well as the Federal Law “On Information, Information Technologies and Information Protection”. This Offer is a public offer (Article 437(2) of the Civil Code of the Russian Federation)—an offer addressed to an indefinite group of persons meeting the requirements of the preamble. The Agreement entered into on its basis is not a public contract (Article 426 of the Civil Code): the Operator does not conduct an activity requiring it to enter into an agreement with everyone who applies and may refuse Registration and Verification on the grounds stated in the Offer.

2.7. On the date the Offer is published, the Platform does not provide a technical ability for a Buyer to pay a Seller for Products through the Platform. Participants settle directly using the Seller's details, outside the Platform. The Operator does not accept funds, participate in settlements or act as a payment agent. Under this operating model, the Operator does not perform the functions of an intermediary digital platform provided by applicable platform economy legislation. If Platform functionality or the actual operating model changes, before the relevant functionality is used the Operator determines applicable legal requirements and, where necessary, amends the Offer, Rules and Plans and Pricing under section 15.

2.8. The Seller selects and changes catalogue mode in the Personal Account settings. The Seller independently determines to whom it gives the catalogue password and is responsible for its safekeeping and those persons' actions. A file with Products and Retail Prices obtained from a password-access catalogue is informational, is not the Seller's offer and does not create an obligation to enter into an agreement.

3. Acceptance procedure

3.1. Acceptance of the Offer is the combination of the following actions by an Authorised person: confirming the Account email address, completing the Company registration form on the Platform and checking “I accept the Offer and the Rules for listing”. Acceptance is complete and unconditional (Article 438 of the Civil Code). A User's consent to processing their personal data and acceptance of the Personal Data Processing Policy are documented separately from acceptance of the Offer when the Account is registered (clause 12.3). The Personal Data Processing Agreement (instruction) is entered into separately under clause 12.4.

3.2. By accepting the Offer, the Authorised person confirms that: (a) they act on behalf of the Company and have the necessary authority; (b) they have read and accept the Offer, Rules and Policy; and (c) information provided during Registration is accurate.

3.3. The Agreement is entered into upon acceptance. Functionality requiring Verification (Orders, Individual Prices and Order Threads) becomes available after the Company is assigned “verified” status. For a Company declaring the participation type “sell”, the Trial Period defined in the Plans and Pricing begins on the Verification date.

3.4. The Platform records and stores: the version of the Offer, Rules and Policy in force at acceptance; the date and time of acceptance; the Authorised person's Account data; IP address and device information. The Parties recognise these records as sufficient evidence of entering into the Agreement and its terms.

3.5. The Operator may request documents confirming the Authorised person's authority and suspend access until they are provided.

3.6. The Parties recognise that actions performed by a User in the Personal Account after successful authentication using a login and password or one-time code are actions performed using a simple electronic signature (SES). The SES creation tool is the relevant combination of login and password or a one-time code. The Company recognises such actions as performed on its behalf by the User granted access to the relevant Company until the Operator receives notice that access credentials have been compromised. The Platform records the date and time of the action, User identifier, action type and other technical data needed to confirm it. The party disputing an action bears the burden of proving the circumstances on which it relies.

4. Company Registration and Verification

4.1. A Company is registered by tax identification number. Based on the tax identification number, the Platform obtains from public sources (the Unified State Register of Legal Entities/Individual Entrepreneurs and counterparty verification services) the name, OGRN/OGRNIP, KPP, legal address, status and manager information. The Company must verify the obtained information and add anything missing.

4.2. After Registration, the Operator performs Verification—a manual Company review. Verification takes up to 3 business days after the Company provides the complete document package listed in Appendix A to the Rules. The Operator may extend the period to 5 business days and/or request additional documents.

4.3. The Operator may refuse or revoke Verification:

• if the documents listed above are not provided or the package is incomplete;
• if inaccurate or false information is found in the documents provided.

4.4. One Company (one tax identification number) may be registered on the Platform once. Separate profiles are not created for the Company's separate subdivisions.

4.5. The Company must keep its information current and report changes to its name, address, details, manager, taxation system and VAT payer status within 3 business days after the change. The Company is responsible for the consequences of late updating, including incorrect Invoices.

4.6. The Operator may periodically recheck a Company, including automatically using state register data, and suspend Verification if discrepancies are found.

5. Accounts and Company Users

5.1. A User may belong to several Companies with different Roles and switch between them in the Personal Account. A User's actions are always performed on behalf of the Company selected as active at the time of the action.

5.2. An owner invites Users to a Company; access is granted after the User confirms the invitation from the email address to which it was sent. The Company independently assigns User Roles and is responsible for those assignments.

5.3. The Company is fully responsible for all actions performed by its Users on the Platform, including posting Content, setting prices, sending and confirming Orders, and Thread messages, regardless of whether a particular action was approved by Company management. A User's actions create rights and obligations for the Company towards other Participants.

5.4. A User must keep Account access credentials safe and confidential and immediately notify the Operator if they are compromised. Until such notice is received, all actions performed using the Account are deemed performed by the User.

5.5. Transferring an Account to third parties, using one Account by several persons and creating Accounts for fictitious persons are prohibited.

5.6. When an employee leaves or their authority ends, the Company must remove their Account from the Company. The Operator is not responsible for actions of former employees whose access the Company did not terminate.

5.7. The Company warrants that, for individuals whose information it enters on the Platform not as Users (contact persons, Counterparty representatives and consignees), it has obtained their consent to personal data processing (the “Consent”), including transfer to the Operator for processing on the Company's instruction and provision to Counterparties to the extent of the transaction, and has notified them of processing under Article 18 of the Federal Law “On Personal Data”. The Operator processes such data on the Company's instruction under the Personal Data Processing Agreement. By entering information about such a person, the Company's User confirms that the relevant Consent exists.

6. Operator's rights and duties

6.1. The Operator must:

6.1.1. Provide the Company with access to the Platform and keep it operational, except during scheduled and unscheduled technical work. The Operator gives at least 24 hours' notice of scheduled work lasting more than 2 hours.

6.1.2. Perform Company Verification under section 4.

6.1.3. Keep confidential information not intended for public access (Individual Prices, Orders, Threads and Counterparty data) confidential and not disclose it to third parties except as provided by law and the Offer.

6.1.4. Provide technical support at hello@kup2b.ru on business days from 10:00 to 18:00 Moscow time; the first response is due within 2 business days.

6.1.5. Notify the Company of changes to the Offer, Rules, Policy and Plans and Pricing under the procedure established by the Offer.

6.2. The Operator may:

6.2.1. Moderate Content, require violations to be remedied, and hide or delete Content that does not comply with the Offer, Rules or law.

6.2.2. Suspend access by a Company or individual Users on the grounds set out in the Rules and suspend publication of a Seller's catalogue for non-payment under the Plans and Pricing; such suspension is not a liability measure and does not restrict access to the Personal Account, previously placed Orders, Invoices or Threads.

6.2.3. Change the composition, interface and functionality of the Platform, introduce new functions, discontinue support for previous functions and test new services with some Participants.

6.2.4. Request documents and explanations from a Company necessary for Verification, considering other Participants' complaints or responding to state authority requests.

6.2.5. Use anonymised and aggregated data about Platform operation (category and demand statistics) to develop and analyse the Platform without disclosing information that identifies a particular Company, its prices or transactions.

6.2.6. Include a Company's name and logo in a list of Platform Participants and the Operator's marketing materials if the Company permits this in Personal Account settings (clause 11.3).

6.2.7. Send Users service Notifications and, with their consent, informational mailings about Platform capabilities.

6.2.8. Disclose Company information (name, tax identification number and contact details) to a person who presents a substantiated claim that Content or a Product posted by the Company infringes that person's rights, and to state authorities upon a lawful request.

7. Participants' rights and duties

7.1. The Company may:

7.1.1. Use the Platform to the extent corresponding to its status (guest, registered or verified Company) and its Users' Roles.

7.1.2. Independently determine the list of Products, prices, supply and payment terms, Counterparties, and accept or reject Orders and Counterparty applications.

7.1.3. Export data it entered (catalogue, Counterparties and Orders) in formats supported by the Platform.

7.1.4. Withdraw from the Agreement at any time under section 16.

7.2. The Company must:

7.2.1. Comply with the Offer, Rules and Russian law, including advertising, competition protection, technical regulation, mandatory labelling, licensing of particular activities, tax and currency legislation.

7.2.2. Post only accurate, complete and current information about itself, Products, prices, stock and supply terms.

7.2.3. Perform Agreements between Participants in good faith and promptly reflect their status on the Platform (confirmation, shipment and cancellation).

7.2.4. Not use the Platform to: list Products or information prohibited by the Rules; collect other Participants' data for purposes unrelated to Platform transactions; send spam; mislead Participants; act in a way that infringes third-party rights; interfere with Platform operation, bypass technical restrictions or access it automatically, except through API, webhooks and accounting-system exchange provided by the Platform within a Plan; the Company is responsible for keeping its access tokens safe and for the addresses to which it sends webhooks.

7.2.5. Not place in public Platform fields any information or images that do not correspond to the purpose of the field (for example, contact details, links to third-party external websites, catalogues and messengers, QR codes, etc.).

7.2.6. Independently ensure that its Platform activities comply with tax legislation, including issuing invoices, universal transfer documents and other documents to the Buyer.

7.2.7. Respond to Price Requests, Orders and Thread messages within 2 business days.

7.2.8. Compensate the Operator for documented losses arising from third-party or state authority claims against the Operator connected with the Company's Content, Products or actions.

8. Listing Products and prices

8.1. The Seller lists Products by creating Product Cards manually, importing files or integrating with an accounting system. The Rules establish requirements for Product Card content.

8.2. The Seller is fully responsible for the accuracy, completeness and legality of information about Products, including: names and characteristics; required certificates and declarations of conformity, permits and licences; compliance with mandatory identification labelling requirements (GIS MT “Chestny Znak”) for Products subject to labelling; lawful use of trademarks, images and other intellectual property; and compliance of Products with technical regulations and safety requirements. The Operator does not check Products or their documents unless the Rules expressly provide otherwise.

8.3. At the Operator's or Buyer's request, the Seller must provide documents confirming the information specified in clause 8.2 within 3 business days. Failure to provide documents is grounds for hiding the Product Card.

8.4. Retail Prices. The Seller independently decides whether to open Retail Prices to all Platform visitors (“Show retail prices” setting). If the setting is disabled, visitors and Companies that are not the Seller's Counterparties see “by request” instead of a price. Price visibility is also determined by catalogue mode; only Retail Prices are displayed in a password-access catalogue.

8.5. Individual Prices are generated by the Seller's pricing rules and displayed only to the Counterparty or Counterparty group for which they are set. The Operator provides technical isolation of Individual Prices: they are unavailable to other Participants, are not indexed and are not included on public pages. The Seller must not disclose one Counterparty's Individual Prices to other Counterparties.

8.6. Prices are stated in Russian roubles with the applicable VAT rate or the “VAT exempt” mark under current tax legislation. The Seller is responsible for correctly stating the VAT rate and its consistency with the applicable taxation system.

8.7. The price in effect when the Seller confirms an Order is fixed in the Order and may not be changed unilaterally. The Platform saves a snapshot of the Product Card and pricing rule applied at the time of the Order.

8.8. Warehouse stock and delivery periods stated by the Seller are informational for the Buyer until the Seller confirms the Order. The Seller must keep them current.

8.9. The Seller creates its catalogue categories independently. The Operator maintains shared directories of characteristics, units of measurement and brands and may require Product Cards to be brought into line with them.

8.10. The Seller independently determines prices for Products, including Individual Prices. The Operator does not interfere in Participants' pricing and does not control or assess its compliance with the market level or other requirements established by law. A listed price must be a price at which the Seller is ready to ship the Product on the terms stated in the profile (clauses 5.1–5.2 of the Rules). Listing a price at which the Seller clearly is not ready to ship the Product, followed by offering the Buyer another price (a “bait price”), misleads the Buyer and entails the measures provided by the Rules.

8.11. If a Buyer places an Order for a Product marked by the Seller as in stock and the Seller cancels or does not confirm the Order because the Product is unavailable, the measures provided by the Rules apply.

9. Price Requests, Orders and Agreements between Participants

9.1. Counterparty application. A Buyer may submit an application to establish a Counterparty relationship through the Platform using the Seller's tax identification number, and a Seller may do so by inviting a Buyer; the relationship begins when the Seller confirms it. The number of active relationships a Seller may maintain simultaneously is limited by its Plan; disabling a relationship does not delete information about the Buyer and allows restoration. A Seller may end a Counterparty relationship at any time; previously confirmed Orders must still be fulfilled.

9.2. Price Request. A User who has confirmed an email address and telephone number may send a Price Request to a Seller regardless of Counterparty relationship or the Seller's Plan; the Seller's response alone does not create a Counterparty relationship. A Price Offer is the Seller's offer valid for the period stated in it. When the Buyer accepts the Price Offer, an Individual Price is created on the stated terms and for the stated period, but acceptance alone is not an Order.

9.3. A Buyer's placing an Order on the Platform is the Buyer's offer to the Seller to agree on supply on the Order terms (Article 435 of the Civil Code). The Seller's confirmation of an Order on the Platform (moving it to “Confirmed”) is acceptance (Article 438(3) of the Civil Code). If the Participants have signed an Agreement between Participants, the confirmed Order is a specification (appendix to the Agreement) and an integral part of it; supply, payment, acceptance, liability and other terms not recorded in the Order are determined by that agreement. If no such agreement is signed, the confirmed Order is a standalone one-time supply agreement on the Order terms and under Russian law. The Order and its confirmation are made in simple written form by exchanging electronic documents through the Platform using SES (Article 434(2) of the Civil Code). Before confirmation, the Seller may reject an Order or propose changes; changed terms require the Buyer's confirmation.

9.4. A Seller and Buyer enter into a supply agreement independently, outside the Platform (on paper or through an electronic document management operator), in a form they agree themselves. The Operator does not offer a contract form, participate in its negotiation or signing, or check its content, signatories' authority or the fact of signing. Either Participant may optionally upload the contract file to the Counterparty relationship settings and mark that it has signed the contract; the Seller enters the contract number and date. The file is available only to the parties to that contract. Details, file and marks are informational and do not confirm that a contract was entered into—it is confirmed by signed copies. A Seller may accept Orders only from Counterparties whose contract is marked as signed by both parties. The Operator recommends that Participants sign a contract before paying for and shipping Products. Participants themselves bear the risks of payment or shipment without a signed contract and of another Participant's non-performance or improper performance; the Operator is not responsible (clauses 2.4, 9.6 and 13.3).

9.5. Supply terms (delivery address, method and period, delivery cost), payment (prepayment, deferral and settlement procedure), acceptance, returns and warranty, and liability for breach are determined independently by the Seller and Buyer—in the Order, Threads, their contract or delivery documents. Default terms specified by the Seller in settings (delivery methods, minimum Order and payment terms for a Counterparty group) become part of the Order unless Participants agree otherwise.

9.6. The Buyer pays for Products directly to the Seller using the Seller's details in the issued Invoice. The Operator does not accept funds, control payment or bear liability for late payment or delivery. The Seller marks payment and shipment on the Platform; the marks are informational.

9.7. The Seller independently issues an Invoice to the Buyer based on the Agreement between Participants and according to its procedure, including with a signature and seal or through an electronic document management operator, together with other documents required by the agreement and law (invoice, universal transfer document and shipping documents). At the Seller's choice in Personal Account settings, the Platform may generate an Invoice using Order data and the Seller's details as a service function; the function is off by default. Such Invoice is the Seller's document: the Seller is responsible for the correctness of details, names, prices and VAT rates; the Invoice states the Agreement between Participants details if entered on the Platform. The Operator does not sign Invoices, is not their issuer and is not responsible for their contents.

9.8. The Seller must reflect Order progress by status (confirmed, being prepared, shipped, delivered, closed or cancelled). A confirmed Order may be cancelled by agreement of the Participants or on grounds provided by the Agreement between Participants and law.

9.9. The Buyer submits Product claims directly to the Seller. The Operator does not consider such claims on their merits but may take complaints into account when deciding whether to suspend the Seller's access and may, at a Participant's request, provide Platform information (Order history and Thread correspondence) needed to resolve a dispute.

9.10. As the relevant function is introduced, the Operator may allow Participants to exchange legally significant documents (universal transfer documents, invoices and certificates) through electronic document management operators. The terms of such exchange are determined by a separate agreement or an addendum to the Offer.

10. Communications and Notifications

10.1. Participants communicate about Price Requests, Orders and Counterparty applications in Threads. Thread messages have legal significance for Participants as correspondence between parties to the Agreement between Participants and are stored by the Operator for the period specified in clause 16.7.

10.2. Participants must observe business communication etiquette, avoid insults, threats and discrimination, and use Threads solely for their intended purpose—to discuss the transaction to which the Thread relates.

10.3. Users' and Companies' contact details (email addresses and telephone numbers) that become known to a Participant through use of the Platform may be used only to perform the Agreement between Participants. Using such data for mass mailings, advertising offers, transfer to third parties or other purposes unrelated to Platform transactions is prohibited.

10.4. The Operator's Notifications to a Company are sent to the Personal Account and the Company owner's email address (or, for matters concerning a particular User, that User's address). A Notification is deemed received on the day it is sent if sent before 18:00 Moscow time, and on the next business day in other cases. The Company must regularly check its Personal Account and email.

10.5. Company requests to the Operator are sent through the Personal Account feedback form or to hello@kup2b.ru from the email address stated in the User's Account. Legally significant messages are also sent to the Operator's postal address stated in section 19.

10.6. Notifications are sent to the Personal Account, by email and as browser push notifications. A User who enables browser push notifications agrees to receive service Notifications about Platform events through them (new Orders, messages and status changes). Channels involving transfer of data to persons outside the Russian Federation are enabled by the Operator only after the requirements of Article 12 of the Federal Law “On Personal Data” have been met. Notification channels may be disabled in Account settings except Notifications necessary for security and Agreement performance.

11. Intellectual property

11.1. Exclusive rights to the Platform, its software, design, databases, trademark and the kup2b name belong to the Operator. The Company obtains no rights to the Platform other than the licence in section 2.

11.2. Exclusive rights to Content posted by the Company (descriptions, images, logo and trademarks) remain with the Company or relevant rights holders. The Company warrants that it has the right to post such Content and that posting it does not infringe third-party rights.

11.3. By posting Content on the Platform, the Company grants the Operator a royalty-free, simple (non-exclusive), worldwide licence for the period the Content is posted and, for backups and archived copies, until their deletion. The licence includes the right to reproduce and store Content, make it available to the public through the Platform's public pages, and adapt it solely for technical purposes, including compressing images, formatting, creating previews, indexing and including it in Platform search results. Posting Content in the Operator's marketing materials is permitted only if the Company enables a separate setting allowing that use. The licence does not permit changing Content, except for technical adaptation necessary for the Platform's operation.

11.4. At a reasoned rights holder's request, the Operator may hide Content alleged to infringe rights until the dispute between the rights holder and Company is resolved, acting under Article 1253.1 of the Civil Code.

11.4.1. Claims of copyright and related-rights infringement. A claim is sent through the Platform “Report” form or to hello@kup2b.ru and must contain: rights holder information (name or full name, tax identification number, address and contacts); a description of the copyright or related-rights object and the basis for the claimant's ownership; an indication of the Content (page address, Product name and SKU); and the claimant's consent to personal data processing. Within 24 hours after receiving the claim, the Operator deletes or restricts access to the disputed Content, including posted images, and notifies the Company that posted it or, if the claim lacks sufficient information, sends the claimant a clarification request. The Company may provide documents confirming lawful posting; when provided, the Operator notifies the claimant and may restore the Content, while the dispute is resolved between the Company and claimant.

11.4.2. Claims of trademark infringement and other requests are considered within 5 business days after receipt. The Operator may hide disputed Content while considering it.

11.5. Anonymised and aggregated data, directory structures, categories and derivative data generated by the Platform (statistics and indices) belong to the Operator.

12. Confidentiality and personal data

12.1. The Parties must not disclose to third parties confidential information obtained in connection with the Agreement: Individual Price terms, the contents of Orders and Threads, Counterparty composition and information about the Platform's technical infrastructure. The obligation applies during the Agreement and for 3 years after its termination.

12.2. The following is not a breach: disclosure at the request of state authorities or a court; disclosure to the Operator's auditors, lawyers and contractors bound by confidentiality; information that became public through no fault of the disclosing Party; and Company information necessary to consider third-party claims (clause 6.2.8).

12.3. The Operator processes Users' personal data under the Personal Data Processing Policy and Federal Law “On Personal Data”. When registering an Account, the User reviews the Policy and gives consent to processing their personal data by a separate box, documented separately from acceptance of the Offer and other documents (Article 9(4) of the Federal Law “On Personal Data”). Consent to informational (advertising) mailings is given separately by the User and may be withdrawn in Account settings; service Notifications connected with Platform operation are sent regardless of that consent.

12.4. For Users' personal data (persons with Accounts) and Visitors' data, the Operator is an independent personal data operator and processes it under the Personal Data Processing Policy on the basis of the User's consent and the Agreement. For the personal data of individuals whose details a Company enters on the Platform not as Users (contact persons, Counterparty representatives and consignees), the Company is the personal data operator and the Operator processes the data on its instruction under the Personal Data Processing Agreement. The Agreement is entered into as a separate written document between the Company and Operator—through an electronic document management operator or on paper. Until the Agreement is entered into, such persons' details cannot be entered on the Platform. The Company warrants that a lawful processing ground exists (clause 5.7) and is liable to those persons; the Operator is liable to the Company under the Agreement and clause 13.4.

12.5. Users' personal data within one Company (full name, position and contacts) becomes available to Users of a Counterparty Company to the extent necessary for the transaction (Order creator and Thread participants). Participants must use such data only to perform the Agreement between Participants.

12.6. The Operator stores personal data on servers located in the Russian Federation.

13. Liability. Limitation of the Operator's liability

13.1. The Parties are liable under Russian law and this Offer.

13.2. The Platform is provided “as is”. The Operator does not guarantee that the Platform will meet all the Company's expectations, operate continuously and without errors, or that errors will be corrected within a particular period. The Operator is not responsible for inability to use the Platform due to reasons attributable to the Company, third parties (providers, hosting, communications operators, external counterparty verification and Notification delivery services) or force majeure.

13.3. The Operator is not responsible for:

• entering into, validity, performance or consequences of Agreements between Participants, including non-payment, non-delivery, short delivery, delay, or Product quality and completeness;
• accuracy of information posted by Participants, including Product Cards, prices, stock, documents and details;
• contents of Invoices generated from Seller data;
• actions and omissions of Company Users, including former employees whose access the Company did not terminate;
• Company losses caused by suspension or termination of access on the grounds provided by the Offer;
• data loss caused by Company actions (deleting Content or the Company);
• preservation of the catalogue password and actions of persons to whom the Seller gave the password; availability of Product images through previously issued direct links after a catalogue mode change; or the timing of removal of previously indexed pages by search engines;
• contents of documents and calculations generated in the “Tools” section using data entered by a section visitor.

13.4. In any event, if the Operator's liability is established, it is limited to compensation for actual losses and may not exceed the amount paid by the Company to the Operator under the Plans and Pricing for the 3 months preceding the event or, if there were no paid services, RUB 10,000 (ten thousand). Lost profit, indirect losses and loss of business reputation are not compensated. The limits in this clause do not apply to intentional breach of the Operator's obligations.

13.5. The Company compensates the Operator for losses and expenses (including amounts recovered under court and state authority decisions and reasonable legal assistance costs) arising from the Company's breach of the Offer, Rules or law and from third-party claims against the Operator concerning the Company's Content and Products, within 10 business days of receiving a documented demand.

13.6. For violations under clauses 7.2.4, 7.2.5 and 10.3, the Operator applies the measures provided by the Rules. The Operator does not recover monetary fines.

13.7. The Parties are released from liability for failure to perform obligations due to force majeure (natural disasters, military actions, acts of authorities, large-scale communications and power outages, DDoS attacks not preventable by reasonable measures). The Party affected by such circumstances notifies the other Party within 5 business days.

13.8. Platform logs, database records, electronic messages and Notifications generated by the Platform are recognised as evidence of actions by the Parties and Participants on the Platform.

14. Plans and Pricing

14.1. A Seller's use of the Platform (a Company participating as “sell” or “sell and buy”) is paid in accordance with the Plans and Pricing published at https://kup2b.ru/legal/tariffs and forming part of the Offer. The Plans and Pricing provide for a Trial Period during which no fee is charged, a Billing Period, payment deadlines for the selected plan and consequences of non-payment. The Operator does not charge a commission on transactions between Participants. A Buyer's use of the Platform is free.

14.2. The Operator notifies the Company of introducing or changing Plans and Pricing at least 30 calendar days before they take effect by posting them on the Platform and sending a Notification. Continued use of the Platform after Plans and Pricing take effect means the Company accepts them.

14.3. The Company's payments to the Operator under the Plans and Pricing are unrelated to settlements between Participants.

15. Changes to the Offer

15.1. The Operator may amend this Offer unilaterally. A new version is published on the Platform with its version date and effective date.

15.2. The Operator notifies the Company of Offer changes at least 15 calendar days before they take effect.

15.3. Continued use of the Platform after a new version takes effect means the Company accepts the changes. If the Company disagrees, it may withdraw from the Agreement before the effective date under section 16.

15.4. The Platform records the Offer version in effect at acceptance and shows it to the Company in the Personal Account together with the acceptance date and current version. The Operator provides previous versions of the Offer, Rules and Policy upon request at hello@kup2b.ru.

16. Term, termination, deletion of accounts and data

16.1. The Agreement is entered into for an indefinite term and remains in effect until terminated by either Party.

16.2. The Company may withdraw from the Agreement at any time by sending the Operator a Notification through the Personal Account (“Delete company”, available to the owner) or to hello@kup2b.ru from the owner's confirmed address. The Agreement ends 10 calendar days after receipt of the Notification; during that period, the Company must complete or settle open Orders with Counterparties.

16.3. The Operator may withdraw from the Agreement unilaterally: (a) for a material or repeated breach of the Offer or Rules by the Company—from the Notification date; (b) in other cases, including discontinuation of the Platform—from a date at least 30 calendar days after notice.

16.4. Termination does not affect the validity or performance of Agreements between Participants entered into before termination.

16.5. Deleting a User. A User may delete their Account if they are not the sole owner of any Company; otherwise, they must first transfer ownership rights to another User or delete the Company. After deletion, the Account is anonymised; Thread messages and actions in Orders remain in Counterparty history marked “deleted user”.

16.6. Deleting a Company. When the Agreement ends, the Company profile and Product Cards are hidden from public pages within 1 business day and Users' access to the Company ends. Company data is moved to archive mode.

16.7. Data retention and deletion periods. After termination, access to Company data ends under clause 16.6. The Operator retains:

(a) documents and information subject to mandatory retention by law, including accounting and tax records, for the periods established by Russian law;

(b) information about acceptance of the Offer, Verification, entering into and performance of the Agreement, and action logs, during the Agreement and for 5 years after termination unless a longer period is established by law or required to protect rights in an unresolved dispute;

(c) Thread correspondence for 3 years from the date a message is sent unless a longer period is established by law or required to resolve an unresolved dispute;

(d) personal data processed on the Company's instruction—returns it to the Company or deletes or anonymises it within the periods and procedure established by the Personal Data Processing Agreement, except data subject to retention under subparagraphs (a)–(c);

(e) other data, including the catalogue, pricing rules, warehouse data and drafts, within 30 days.

After the relevant periods, data is deleted or anonymised unless further retention is required by law or to protect the Parties' rights and legitimate interests. Backups containing deleted data are deleted within no more than 30 days.

16.8. Before termination, the Company may export its data; the Operator assists with export upon request within 10 business days. Export is available in CSV, XLSX and JSON formats, and through API and exchange with accounting systems.

16.9. Re-Registration of a Company whose Agreement the Operator terminated under clause 16.3(a) is permitted only with the Operator's consent.

17. Dispute resolution

17.1. Russian law applies to the Agreement.

17.2. Disputes between the Operator and Company are resolved through a claims procedure. A claim is sent in writing to email (hello@kup2b.ru for the Operator and the Company owner's address for the Company), with a copy to the Party's postal address. The response period is 15 calendar days after receipt. The Operator may request additional documents from the Company; the response period is calculated from the date they are provided.

17.3. If no agreement is reached, the dispute is referred to the Arbitration Court of the Moscow Region.

17.4. Disputes between Participants arising from Agreements between Participants are resolved by them independently under those agreements and law. The Operator is not a party to such disputes but may provide Platform information at a Participant's or court's request.

17.5. The Parties recognise electronic documents, Notifications, Platform logs and Operator-certified Personal Account screenshots as evidence.

18. Final provisions

18.1. Appendices to the Offer:

Appendix 1—Rules for listing products and using the Platform.

The Personal Data Processing Policy is an independent document binding on Users. The Personal Data Processing Agreement is a separate agreement entered into under clause 12.4.

18.2. If any provision of the Offer is held invalid, the remaining provisions remain valid.

18.3. The Company may not transfer its rights and duties under the Agreement to third parties without the Operator's consent. The Operator may transfer its rights and duties under the Agreement to a person acquiring rights to the Platform, with notice to the Company.

18.4. The Offer, Rules and Policy are written in Russian. Reference materials, interface hints and knowledge-base articles are not part of the Agreement unless the Offer or Rules expressly state otherwise.

18.5. The Operator's failure to act in response to a Company's breach of the Offer does not deprive the Operator of the right to take measures later and is not a waiver of rights.

19. Operator details

Individual Entrepreneur Yulia Viktorovna Konovalova
INN 590402889790
OGRNIP 326508100405306
Address: apartment 228, 5 Serebryany Boulevard, Opalikha microdistrict, Krasnogorsk, Moscow Region, 143444, Russia
Email: hello@kup2b.ru
Website: https://kup2b.ru