RULES FOR USING THE ICONICOMPANY PLATFORM

(Public Offer for Concluding a Contract for the Performance of Work/Provision of Services)

Limited Liability Company "Iconicompany" (the Platform), offers to conclude this Agreement on the following terms.

1. TERMS AND AI-SPECIFIC FEATURES

1.1. Platform — the Iconicompany software suite, which uses Artificial Intelligence (AI) technologies for automated task analysis, competency scoring, and team formation.

1.2. AI Agent — a software algorithm of the Platform that performs automatic selection of Vendors based on Client's Request requirements, analyzing profile data and behavioral factors.

1.3. Client — an entity ordering work/services from the Platform.

1.4. Vendor (Subcontractor) — an individual (self-employed), individual entrepreneur (IE), or legal entity registered on the Platform to perform work on behalf of the Platform.

2. SUBJECT OF THE AGREEMENT (MODEL CHANGE)

2.1. General Contracting Model: The Platform undertakes to perform work (provide services) according to Client's Requests. For the performance of work, the Platform engages Vendors (Subcontractors).

2.2. Platform's Role: In relations with the Client, the Platform acts as the Contractor. In relations with the Vendor, the Platform acts as the Customer.

2.3. AI Selection: The Platform, using AI Agents, performs automatic selection and verification of Vendors. The Client accepts the candidate proposed by the AI algorithm, after which the Platform concludes a subcontracting agreement with the selected Vendor.

SECTION I. TERMS FOR VENDORS (SUBCONTRACTORS)

3. ADHERENCE AND STATUS

3.1. This section constitutes an Adhesion Agreement (Art. 428 of the Civil Code of the Russian Federation). The Vendor accepts the terms by registering and checking the box in the interface.

3.2. The Vendor guarantees that they apply a special tax regime (NPD/Self-employed status) or are an Individual Entrepreneur/Legal Entity. Loss of the right to the special regime obliges the Vendor to notify the Platform within 1 day.

4. WORKFLOW AND AI SCORING

4.1. Automated Distribution: The Vendor agrees that access to Requests is granted based on the decision of the Platform's AI Agent, which analyzes the Vendor's rating, skills, and task completion history.

4.2. Acceptance of Request: Upon receiving notification from the AI Agent, the Vendor must confirm readiness within 24 hours. Confirmation in the interface is equivalent to signing the Terms of Reference.

4.3. Quality: The Vendor is obliged to perform the work personally (or through their employees, if the Vendor is a Legal Entity). Engaging third parties without the Platform's consent is prohibited.

5. INTELLECTUAL PROPERTY (IP) — IMPORTANT

5.1. Assignment of Rights: Exclusive rights to any results (code, design, texts) created by the Vendor are transferred to the Platform in full at the moment of their creation (automatically).

5.2. Remuneration: The cost of assigning rights is included in the cost of work under the Request (constitutes 5% of the price, but is included in the total amount).

5.3. Guarantee of Originality: The Vendor guarantees that they do not use third-party code (except for Open Source, permitted in the ToR) and do not infringe on the rights of third parties.

5.4. Use of AI: Vendors are allowed to use AI coding assistants (Copilot, ChatGPT) only on condition of code verification. The Vendor is responsible for bugs generated by AI.

6. VENDOR PAYMENT (BACK-TO-BACK)

6.1. Payment Condition: Payment to the Vendor is made within 5 (five) banking days after the Platform has received payment from the Client for the corresponding work.

6.2. Payment is made to the details specified in the Profile. A self-employed Vendor is obliged to generate a Receipt and upload it to the Platform within 2 days.

SECTION II. TERMS FOR CLIENTS (CUSTOMERS)

7. PROCEDURE FOR SERVICE PROVISION

7.1. The Client places a Request. The Platform's AI Agent conducts market analysis and proposes relevant performers (teams) to the Client.

7.2. The Platform is responsible to the Client for the quality of work and adherence to deadlines, regardless of which Vendor actually performs the work (General Contracting Liability, Art. 706 of the Civil Code of the Russian Federation).

8. COST AND CALCULATIONS

8.1. The cost of work is agreed upon in the Request.

8.2. Payment is made by the Client to the Platform's bank account. The Platform independently settles accounts with Vendors.

8.3. Acceptance: The Client signs an Act of Completion with the Platform (Iconicompany LLC). Automatic signing of the Act occurs if the Client does not send a reasoned refusal within 5 days after the completion of work.

SECTION III. GENERAL PROVISIONS

9. PROTECTION AGAINST CIRCUMVENTION

9.1. Vendors and Clients who have found each other through the Platform are prohibited from entering into direct agreements for the performance of work bypassing the Platform within 12 months from the date of last contact.

9.2. Penalty for violation: 500,000 (Five hundred thousand) rubles for each instance of violation + account blocking.

10. ELECTRONIC DOCUMENT MANAGEMENT

10.1. The Parties recognize the legal force of actions taken in the Personal Account. Server logs (action logs) are admissible as evidence in court.

10.2. Document exchange (Acts of Completion, Invoices) occurs via EDM or the Platform interface using a simple electronic signature (SMS code or login-password authorization).