Modu Terms of Use (Kazakhstan)

Modu Technologies LLP and its affiliates (collectively “Modu,” “we,” or “us”) operate the website at modu.kz (the “Site”) and associated services offered to businesses registered in the Republic of Kazakhstan (collectively the “KZ Services”). By creating an Account or manifesting assent to these Terms of Use (this “Agreement”), you agree to be bound by it.

This Agreement governs the KZ Services specifically. If you use Modu's US Services, the separate US Terms of Use applies.

1.1. Eligibility

You must be a legal entity registered in, or an individual authorized to represent such an entity in, the Republic of Kazakhstan, and use of the KZ Services must comply with applicable law. Access by unauthorized individuals for non-commercial purposes is prohibited, except by our employees and authorized contractors acting in that capacity.

1.2. Creating an Account

Opening an Account requires business and personal information (“Customer Information”), including the information necessary for identity verification (KYC) under Kazakhstani AML/CFT legislation. We may deny applications, suspend the KZ Services, or close Accounts if information is inaccurate or incomplete. You represent that you own, or are authorized to provide, all Customer Information you submit.

1.3. Account Management and Security

At least one Administrator must manage each Account. Administrators control additional Administrators, Users, and third-party integrations. You are responsible for the security of your Account and must use a strong password and, where available, multi-factor authentication. Notify us immediately of any unauthorized access. Modu will not be liable for losses caused by unauthorized use of your Account, except as required by applicable law.

1.4. Prohibited Uses

You may not use the KZ Services to:

• Engage in unlawful or non-commercial purposes
• Benefit any individual or entity subject to sanctions under applicable law
• Provide access to any third party who is not an authorized User
• Collect information for competitive market research
• Impersonate any person or entity, or misrepresent your affiliation
• Interfere with or disrupt the operation of the KZ Services
• Decompile, reverse engineer, or disassemble any part of the KZ Services
• Circumvent any content-protection or access-control measures
• Access the KZ Services through automated means without our express permission
• Impose an unreasonable load on our infrastructure
• Engage in illegal, discriminatory, or abusive conduct
• Use the KZ Services for online gambling transactions
• Harass Modu staff or other customers

1.5. Beta Services

We may offer features labeled as beta, preview, or early access (“Beta Services”). Beta Services may be unstable, incomplete, or contain errors. You use Beta Services at your own risk and should not rely on them for critical functions without independent verification.

Modu grants you a non-exclusive, limited, non-transferable, freely revocable license to use the KZ Services as permitted by this Agreement. Modu retains all rights, title, and interest in and to the KZ Services and all related software, text, graphics, logos, and other content we provide (“Modu IP”), except User Content, in accordance with the Civil Code of the Republic of Kazakhstan and applicable intellectual-property legislation.

You may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, or otherwise exploit Modu IP without our express written permission.

Feedback. If you submit comments, ideas, or suggestions about the KZ Services, you agree that we may use them without compensation or any obligation of confidentiality, and that this does not limit our right to use similar ideas previously known to us or independently developed.

You retain your rights to the Customer Information and any other data you submit through the KZ Services (“User Content”). Our collection, use, and disclosure of your Personal Data is governed by the Law of the Republic of Kazakhstan “On Personal Data and Its Protection” and described in our Privacy Policy.

We use commercially reasonable physical, managerial, and technical safeguards to protect your information, but no method of transmission or storage can be guaranteed 100% secure.

See our Privacy Policyfor details on how we collect, use, and disclose your information.

We do not endorse or control third-party materials, websites, or integrations accessible through the KZ Services. You access third-party services at your own risk, and this Agreement does not apply to those services. Modu is not liable for your dealings with third parties or advertisers.

5.1. Scope

This section applies to customers using Modu Invoicing to create, send, and manage invoices, and to any payment collection features we make available in connection with Invoicing.

5.2. Your Responsibilities

When you use Invoicing, you are solely responsible for:

• The accuracy of the invoices, amounts, and customer information you submit
• Your relationship, agreements, and any disputes with the customers you invoice
• Complying with applicable tax and commercial law of the Republic of Kazakhstan in connection with your invoices, including tax invoice (ЭСФ) requirements where applicable

5.3. Payment Collection

Where Invoicing includes a payment-collection feature, that feature is provided through our licensed banking or payment partner. We do not warrant that a payer will complete payment, and we are not responsible for returned, reversed, or disputed payments. Section 6 (No Money Transfer Activity) applies to any funds flow associated with Invoicing.

5.4. Account Actions

We may restrict, suspend, or take other action on your Account, or on specific invoices, if we suspect fraudulent, abusive, or prohibited activity. This right is in addition to our rights under Section 10 (Term and Termination).

Modu is a software platform. We do not carry out money transfer activity (деятельность по переводу денег) or hold ourselves out as a payment organization within the meaning of the Law of the Republic of Kazakhstan “On Payments and Payment Systems.” Where a funds movement occurs in connection with the KZ Services, it is carried out by our licensed banking partner, not by Modu as an intermediary. Modu is not currently registered with, or licensed by, the National Bank of the Republic of Kazakhstan, and does not currently offer banking, card, or payment services; such services, if and when offered, will be provided through a licensed bank partner and will be governed by additional terms.

You represent and warrant that:

• You own, or have the necessary licenses, rights, and consents for, all User Content and works incorporated into it, including all trademark, trade secret, copyright, privacy, and publicity rights
• Your use of User Content will not violate the Intellectual Property, privacy, publicity, contractual, or other rights of any third party

You agree to indemnify and hold harmless Modu, its subsidiaries, agents, licensors, affiliates, employees, contractors, and third-party service providers from any third-party claims, damages, obligations, losses, liabilities, costs, expenses, and legal fees arising from: (a) your access to or use of the KZ Services; (b) your violation of any term of this Agreement; (c) your violation of any third-party right, including privacy or Intellectual Property rights; (d) your violation of applicable law; or (e) any intentional misconduct.

The KZ Services, including Beta Services, are provided “as is” and “as available.” Your use is at your own risk. To the extent permitted by the Civil Code of the Republic of Kazakhstan, the KZ Services are provided without warranties of any kind, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose. No oral or written advice from Modu creates a warranty beyond what is expressly stated in this Agreement. Modu does not provide tax, legal, or accounting advice. We do not warrant that the KZ Services will be uninterrupted, secure, or error-free.

To the maximum extent permitted by the legislation of the Republic of Kazakhstan, Modu, its affiliates, agents, directors, employees, suppliers, or licensors will not be liable for any indirect, incidental, or consequential damages, including loss of profits, goodwill, use, or data, arising from your use of, or inability to use, the KZ Services.

Modu's total liability arising out of or relating to this Agreement will not exceed the tenge equivalent of one thousand US dollars ($1,000), except where a mandatory provision of Kazakhstani law requires a different limit.

This limitation applies regardless of the legal theory on which the claim is based (contract, tort, or otherwise) and to the fullest extent permitted by law.

This Agreement is effective when you first use the KZ Services and continues until either party terminates it. You may terminate by closing your Account and paying any amounts you owe; you remain responsible for charges and losses incurred before termination. We may terminate or suspend your Account at our discretion, including where we suspect a violation of this Agreement, and will provide notice where required by law.

We may modify this Agreement at any time, effective as of the date we post the updated version to the Site. Your continued use of the KZ Services after a change constitutes acceptance of the updated Agreement. We encourage you to review this Agreement periodically.

12.1. Governing Law

This Agreement is governed by the legislation of the Republic of Kazakhstan, without regard to conflict-of-laws principles.

12.2. Dispute Resolution

Before filing a claim, you agree to contact us at legal@modu.kz to attempt to resolve the dispute informally. Disputes that are not resolved within 30 days will be submitted to the courts of the Republic of Kazakhstan at the location of Modu's registration, unless the parties separately agree in writing to refer the dispute to arbitration under the Law of the Republic of Kazakhstan “On Arbitration.”

13.1. Assignment

You may not transfer or assign this Agreement or any rights or licenses granted under it. Modu may assign this Agreement without restriction, subject to applicable law. Any unauthorized transfer or assignment is void.

13.2. Notices

You consent to receive notices electronically, through your Account, email, or SMS, at the address or number you provide. You are responsible for any charges from your telecom or internet provider. If you have trouble receiving notices, contact us immediately.

13.3. Entire Agreement; Severability

This Agreement, together with our Privacy Policy and any other agreements referenced in it, constitutes the entire agreement between you and Modu regarding the KZ Services. If any provision is found unenforceable under Kazakhstani law, the remaining provisions remain in full effect.

13.4. No Waiver

Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later.

13.5. Legal Orders

We may comply with requests, orders, or other legal instruments issued by competent authorities of the Republic of Kazakhstan related to your use of the KZ Services. We are not responsible for losses resulting from our compliance with such orders and will provide notice where permitted by law.

13.6. Survival

Sections 1.3, 2, 3, 7, 8, 9, 10, 12, and 13, and any other provision that by its nature should survive, will survive termination of this Agreement.

13.7. Electronic Signatures

You consent to the use of electronic signatures and electronic records in connection with the KZ Services, in accordance with the Law of the Republic of Kazakhstan “On Electronic Document and Electronic Digital Signature,” and agree that they have the same legal effect as physical signatures and paper records.