AGREEMENT ON BRINGLY SERVICES

1. TERMS AND DEFINITIONS

Luzern, Switzerland

Date of placement: 19.10.2018

Effective Date: 19.10.2018

1.1. For the purposes hereof, the following terms shall have the following meaning:

Agreement – legally binding agreement on Bringly Services which is entered into by Parties in order set forth in this document.

Bringly Database – is the reference system that contains information on products and services designed for potential buyers (Consumers) of goods (services).

Bringly Services - services provided by the Contractor associated with placement of Product offers at Service, organizing of delivery of the Goods, acceptance and transfer of the amounts due to the Customer under respective contracts of sale and purchase of Goods concluded with Consumers by the Customer as provided in p. 2.1 of the Agreement.

Statistics data - the data of automated tracking accounting system of the Contractor, which in particular may contain information about the number of Orders, cost of Bringly Services and other information relating to the placement of Product offers, delivery of Orders and the amounts received from Consumers in accordance herewith, in electronic form.

Client web interface - a software interface of interaction of the Customer with Bringly system, which contains information about the Customer, Statistics data and other information in respect of the Bringly Services, and enables remote interaction of the Parties under the Agreement.

Contractor – Yandex Europe AG, public company; address: Werftestrasse 4, 6005 Luzern, Switzerland; registration number: CH-020.3.037.433-6.

CPA – one of the elements of Customer’s remuneration charged in accordance with Annex 5 hereto and calculated on the basis of cost of Orders made from the Customer

Customer (Client) - a person who enters into Agreement in order set forth herein and is the seller of the Goods and services and ordering customer of Bringly Services under the concluded Agreement, or a representative of such seller.

Effective date – the day the Contractor provides the Customer with a notice of offer acceptance in accordance with clause 2.2.4. hereof.

Goods - goods that are the subject of a contract of sale and purchase, concluded between the Customer and the Consumer. The Сustomer is the owner and seller of the Goods. All the relations related to the purchase and sale of the Goods arise directly between the Customer and the Consumer. The Contractor is not the seller of the Goods and the person authorized by the Customer to accept and satisfy the requirements of the Consumers in respect of the Goods of inadequate quality. At the same time, in cases specified herein, the Customer may entitle the Contractor to perform certain actions on behalf and at the expense of the former, related to with the acceptance of the Consumers’ claims in respect of the Goods. Except for Annex 3, the term Goods shall cover Parcels as well.

Order – depending on the context used in, the term may mean a) all Goods placed by a User in the virtual chart at the Service or b) all actions aggregately made by a User in order to enter into contract of sale and purchase of the Goods with respective Customer.

Package – Goods appropriated for dispatch to Consumers, labeled with Consumer’s contact information, address and other information necessary to perform delivery of the Goods.

Parcel – Goods pre-pack in a manner excluding possibility of visual inspection of its contents.

Parties – Contractor and Customer referred to jointly. Singular of this term shall mean Contractor or Customer depending on the context.

Product offer - an offer of the Customer for the conclusion of a contract of sale and purchase of Goods provided by the Customer placed at the Service, that contain information about the range, prices, specifications, availability of Goods (services).

Reporting period – calendar month.

Subcontractor (Subcontractors) – person (s) engaged by the Contractor into performance of their obligations under the Agreement.

User - a person who is a visitor of informational resources on the Internet and/or application programs (including programs for mobile devices) providing access to the Service .

Consumer – a User who enters into contract of sale and purchase of the Goods with respective Customer.

Unless otherwise expressly provided herein, terms defined herein shall mean the same if used in plural.

1.2. The Agreement may use terms, not defined in clause 1.1 of the Agreement. In this case, the interpretation of the term shall be in accordance with the text of interpretation of the term defined: primarily - in the applicable law, secondarily - as exists (common) on the Internet.

1.3. Parties hereby agree that the name of the Service may change, which shall not entail any change in regulation of the parties’ obligations hereunder.

2. SUBJECT OF THE AGREEMENT. CONCLUSION OF THE AGREEMENT

2.1. The subject of the Agreement is the rendering of Bringly Services by the Contractor to the Customer according to the terms and conditions as defined herein, for remuneration. Bringly Services shall be considered as a single complex of services and shall include:

  • 2.1.1. Placement of Product offers in Bringly mobile application and/or at bringly.io website and provision of opportunity to enter into contract of sale and purchase of the Goods directly at the Service;
  • 2.1.2. Acceptance of cashless payments form Consumers and transfer thereof to the Customer;
  • 2.1.3. Organization of delivery of the Goods from the Customer to respective Consumers.
  • Order of rendering of each kind of Services, as well as Parties’ obligations relating thereto shall be governed by Annexes 1- 4 to the Agreement. Parties hereby agree that specific terms of their interaction may be set forth in the Application provided by the Customer
  • The Contractor shall be entitled to engage Subcontractors into rendering of the Services hereunder, being fully responsible for their actions.

2.2. Conclusion of the Agreement

  • 2.2.1. The Agreement may be concluded upon the Contractor’s acceptance of the offer to conclude the Agreement, which can be sent to the Contractor as described herein.
  • 2.2.2. In order to enter into the Agreement the Customer shall create account at Yandex.Passport service. By means of this account the Customer may access the Client web interface and create an offer to conclude the Agreement by filling in the special form of the Customer’s application for the conclusion of the Agreement. Such application should be afterwards printed, signed by authorized representative, sealed by the Customer’s seal (if any) and sent to the Contractor by e-mail as scanned copy Application form is attached hereto as Annex 8 hereto, by e-mail.
  • 2.2.3. Filling in the Customer’s application form is considered as an irrevocable offer to enter into the Agreement on the conditions specified herein. In order to have the application considered by the Contractor, the Customer may be required to send scanned copies of the following documents:
  • 1) Company’s certificate of incorporation
  • 2) Company report from a company registry
  • 3) Company’s memorandum and articles of association
  • 4) Identification document of the beneficial owner(s)
  • 5) Details of the ownership and control structure of the company
  • 6) Identification document of the person acting on behalf of the Customer
  • 7) Authorisation document
  • 2.2.4. The Contractor notifies the Customer about the acceptance of the offer or about the refusal to accept the offer by e-mail address specified by the Customer in the application or Client web interface. The said notice shall be sent to the Customer within 7 (seven) business days from the date of receipt of the application, in the absence of the need for clarification of information contained in the application.
  • 2.2.5. The Contract shall be deemed concluded by the Parties from the date when the Contractor sends the Customer a notice of acceptance of the offer to the e-mail address specified in the application or Client web interface, and provides the Customer with access to its personal account at the Service (Client web interface). The said notice is considered as an acceptance of the Customer’s offer by the Contractor. Upon acceptance of the offer, a unique reference number shall be attributed to the Agreement with the Customer, and displayed in the Client web interface.
  • 2.2.6. Conclusion of the Agreement shall be subject to the Customer’s acceptance of the following binding documents:
  • 2.2.6.1. Agreement on promotion of the Service available at https://yandex.com/legal/bringly_service_promotion;
  • 2.2.6.3. Bringly service. Terms of Use available at https://yandex.com/legal/bringly_terms_of_use.

3. ACCEPTANCE OF SERVICES AND PAYMENT TERMS

3.1. Parties hereby agree that the Contractor, receiving cashless payments from Consumers by virtue of clause 2.1.2. hereof and Annex 2 to the Agreement, shall be entitled to withhold the cost of all Services as specified in 2.1.1. – 2.1.3. from the cashless payments received from Consumers.

3.2. The cost of the Services is specified in the document “Cost of Bringly services” attached hereto as Annex 5 and constituting an inherent part of the Agreement.

3.3. Parties hereby accept and agree that all settlements shall be performed in USD.

3.4. Within 5 business days upon completion of each Reporting period the Contractor shall issue an electronic report (hereinafter referred to as Report) specifying total cost of the Services rendered to the Customer within the said period, information on the amounts received from Consumers by virtue of clause 2.1.2. hereof, the amounts withheld in accordance with clause 3.1., aggregate amounts of compensations due to the Customer in accordance with Annexes 3 and 4 hereto, and total amount due to the Customer upon completion of the respective reporting period. Cost of the Services and information related to the amounts received from Consumers shall be available to the Customer via Client web interface.

3.5. Should the amount due to the Contractor be a negative number, the respective amount shall be considered as Customer’s debenture and shall be accounted for in the following Reporting period.

3.6. The Report shall be sent to the Customer by e-mail. The Customer shall be deemed to have received the Report sent by the Contractor the next business day after the day it was sent.

3.7. The Services considered to be provided by the Contractor and properly accepted by the Customer in the amount specified in the Report, if, within fifteen (13) days after the end of the Reporting period, Yandex has not received from Customer motivated written objections.

3.8. Parties hereby accept and agree that Statistic data of the Contractor shall be good proof of the amount of Services rendered to the Customer within the respective Reporting period.

3.9. In case the cost of Services rendered to the Customer hereunder exceeds the amount received by the Contractor by virtue of clause 2.1.2. hereof, the uncovered amount shall be considered as the Customer’s debenture, and, notwithstanding the rule established by clause 3.5. of the Agreement, the Contractor shall reserve the right to issue an invoice for the respective amount which shall be due in 3 (three) banking days from its date.

3.10. Should the invoice issued by virtue of the previous clause remain overdue for more than 15 business days, the Contractor has the right to suspend the performance under the Agreement until the Customer settles the existing debt.

3.11. Should the amounts received by the Contractor be insufficient to provide refunds to Consumers in accordance with Annex 2.1. to the Agreement, rules of clauses 3.9, 3.10 hereof shall apply accordingly.

3.12. The amounts due to the Customer shall be transferred to the latter in accordance with the account details specified by the Customer in its Application form, on the 15th day of current Reporting period, and on the 1st day of the following reporting period (Payment dates), provided that the amount due as of the date of anticipated payment exceeds USD 1000. Should the amount payable to the Customer be less then USD 1000 as of the respective Payment date, the amounts due shall be accounted for as of the next Payment date; same shall apply until the amount payable reaches USD 1000. The Contractor shall not be liable for delay in the transfer in the event of a refusal by the servicing bank to transfer funds to the account specified by the Customer on the grounds provided by applicable legislation.

3.13. The Customer bears full responsibility for providing the Contractor with valid payment information. The Contractor is not obliged to give comments on payment processing status. In case of 3 consecutive failed attempts to perform payment the Contractor notifies the Customer and discontinues to perform such payment until the Customer provides correct payment details.

3.14. All payments (of applicable) shall be paid by the Сustomer in full without deduction of any taxes, fees or other payments.

4. NOTICES AND INFORMATION EXCHANGE

4.1. Any notices required hereunder shall be sent by the notifying Party to the notified Party by e-mail, fax, courier or mail. Unless otherwise specified herein, the notice shall be deemed delivered when it is received by the notified Party. For the purpose of sending information to the Customer, the e-mail address specified in the application or Client web interface is used. All notices sent by electronic means of communication shall be deemed received by the notified Party the next business day after sending, business days being defined under Hong Kong legislation. E-mail address of the Contractor that the Customer’s notices may be sent to is notice@bringly.io.

4.2. The Customer hereby agrees that any notice from the Contractor may be sent via Client web interface or by e-mail specified by the Customer in its application.

4.3. In the case of information exchange through the Client web interface, the information in the said web interface is within the control and responsibility of the respective Party, which shall track the appearance and amendment of information, notices and documents in the Client web interface.

4.4. The Customer shall be solely responsible for maintaining the confidentiality of the registration data (login and password). Any actions connected to placement of Product offers through the Client web interface using the login and password of the Customer, shall be deemed performed by the Customer. The Customer shall be solely responsible to third parties for any actions performed by using the login and password of the Customer. The Contractor shall not be liable for any misuse of the Client web interface by any third party or any malfunction thereof.

While rendering the Services under the Agreement, the Contractor shall provide the Customer with possibility to examine the Statistics data, using the Client web interface; however the Contractor is not responsible or liable for any inability to examining the Statistics data by the Customer due to reasons beyond the control of the Contractor.

5. LIABILITY UNDER THE AGREEMENT. REPRESENTATIONS

5.1. Liability for non-performance or improper performance hereunder shall be defined in accordance herewith and with applicable legislation.

5.2. Except as otherwise expressly provided in the Contract, the Contractor shall not be liable under the Agreement:

5.2.1. for any indirect losses and / or loss of profits of the Customer and / or third parties, regardless of whether the Contractor could foresee the possibility of causing such losses in a particular case;

5.2.2. for any part of actions required for the performance under the Agreement performed by the Customer without control of the Contractor, as well as for any damage resulting from an action, or violation of the Agreement by the Customer, or his clients, agents or subcontractors.

5.3. All compensation of caused damage under the Agreement shall be made only upon acknowledgement of a respective claim sent by one of the Parties, unless otherwise expressly provided herein. The payment of penalties does and/or compensation of damages shall not exempt the Parties from the obligation of specific performance hereunder.

5.4. The Customer guarantees that he has full and unconditional title to the Goods that are offered for sale at the Service, that such Goods are lawfully introduced into the civil circulation; the Goods marked with any trademark or other means of individualization protected by law, are offered for sale by the owner of the respective trademark or other means of individualization, or with consent of the latter. In case the Customer acts on behalf of one or several third parties, the Customer hereby represents and warrants that he shall bear joint and several liability for any failures, omissions, wrongdoings and other possible breaches of each represented third party, discharging the Contractor, to the extent permitted by applicable legislation, from any obligation to address any possible claim for any remedy to such represented third party before filing such claim to the Customer.

5.5. The Customer guarantees that the information on the Goods provided for placement in the relevant Product offers contains all necessary information required the legislation on the protection of consumers’ rights, namely, description of the Goods, information on its general properties, information on the seller of the Goods (its full company name, address, contact information, operating hours, identification number - legal entities register number or similar). Should the Customer act on behalf of one or several third parties, it shall specify information on itself, as an agent, and on every of its’ represented parties.

5.6. The Customer agrees that the Contractor may gather, store and processes personal data regarding the Customer and its employees necessary to perform under the Agreement. Actions with personal data may include, inter alia, gathering, systemization, accumulation, storage, revision (updating, amending), use, distribution (including broadcasting), depersonalization, blocking, and destruction of personal data, for purposes of conclusions and execution of this Agreement.

5.7. Should the Contractor receive any claims or lawsuits from third parties (including Users and/or Consumers), or injunctions from competent authorities, or be brought to any kind of liability resulting from the breach by the Customer of clauses 5.4, 5.5 hereof, the Customer shall, upon the Contractor’s request, immediately provide all necessary information (documents) relating to the relevant Goods, assist the Contractor in the settlement of such claims and lawsuits,

The Customer shall, upon first request, unconditionally compensate the Contractor for the damage (including court expenses and fines) caused to the Contractor as a result of the filing of such claims and lawsuits. The amount of compensation shall be equal to all aggregate amounts that the Contractor shall be obliged to pay by virtue of court decision, public authority ruling or any settlement agreement with any third party presenting claims covered by this clause.

Parties specifically agree that in case the claims covered by this clause relate to customs clearance and/or intellectual property rights, the Customer shall be additionally charged with a penalty equal to the total amount of compensation.

5.8. The Contractor shall not bear any responsibility with regard to the contracts of sale and purchase of Goods entered into by the Customer and Consumers. However, if a Consumer’s rights are violated due to the Contractor’s fault, the Contractor undertakes to reimburse the Customer for documentary proven losses incurred by the Customer as a result of claims, lawsuits and injunctions filed in connection with the violation of consumer’s rights, provided that the Customer immediately notifies the Contractor of the receipt of relevant claims, lawsuits and injunctions of competent authorities, and coordinates its legal position with the Contractor in the respective cases.

5.9. Each Party shall represent to the other Party that, in order to perform hereunder:

(i) it has full authority to enter into and fulfill the terms of this Agreement;

(ii) it has taken the corporate decision necessary to permit the execution of this Agreement (if applicable).

5.10. Any changes to the data specified in the Customer’s application shall be immediately communicated to the Contractor by e-mail.

5.11. The Customer is solely responsible for the safety and confidentiality of the registration data (login and password). All actions performed using the login and password in the Client web interface are deemed to be performed by the Customer. The Customer independently bears responsibility before third parties for all actions performed using the Customer’s login and password. The Contractor is not liable for unauthorized use of the Customer’s registration data by third parties.

5.12. The Customer hereby accepts and agrees that placement of its Product offers may be suspended or the Agreement may be repudiated by the Contractor in case the Customer fails to fulfill its obligations under the contracts of sale and purchase of the goods entered into with Consumers. Respective requirements are specified in Service Level Agreement attached hereto as Annex 6. Meeting criteria of the Service Level Agreement shall be substantial condition of the Agreement.

5.13. The Customer confirms that it has: a) fully read the Agreement, b) fully understands the subject of the Agreement, c) fully understands the meaning and consequences of its actions on the conclusion and execution of the Agreement.

5.14. The Customer has all the rights and powers necessary for the conclusion and performance under the Agreement.

5.15. Contractor will make all reasonable efforts for fixing any failures and errors of software and hardware if they occur, within shortest time practicable. At the same time, the Contractor shall not guarantee absence of errors and failures, including those of the software operation or the functionality of the Internet or the compliance with all browsers.

5.16. Except for the warranties expressly set forth herein the Contractor makes no other explicit or implied warranties and shall directly waive any warranties or conditions as to non-infringement of rights or expectations relating to Services.

5.17. Regardless that the Services rendered hereunder constitute a single complex, the Customer may not present claims but with regard to a specific element of such complex of Services, unless all of them have been rendered improperly.

6. FORCE MAJEURE

6.1. The parties are exempted from liability for partial or complete failure to perform hereunder if this failure was a consequence of force majeure circumstances that arose after the conclusion of the Agreement as a result of events of an emergency nature that the Executor or the Customer could not foresee and prevent.

6.2. The party referring to the action of force majeure circumstances shall immediately inform the other party about the occurrence of such circumstances and confirm the existence of such circumstances. Existence of circumstances of force majeure should be confirmed by a document issued by authorized authority or territorial branch of the Chamber of Commerce.

6.3. In the event of force majeure circumstances, the deadline for the fulfillment of obligations hereunder shall be postponed in proportion to the time during which such circumstances and their consequences take place.

6.4. In case of force majeure for more than one month, each party has the right to rescind the Agreement by sending a written notice of termination with the date of such termination.

7. CONFIDENTIALITY

7.1. Confidential information is any information transmitted by one party to the other party in any possible form (oral, written, electronic, other) that has real or potential commercial value due to its being unknown to third parties, without any free legal access to it, and designated by the Transferring Party as confidential (hereinafter - "Confidential Information"). Confidential information includes, inter alia, personal data of individuals transferred to the Contractor. The Parties shall take measures to prevent the disclosure of confidential information to third parties or the dissemination of confidential information without the consent of the disclosing party, except in cases provided for by law.

7.2. Each party shall take all necessary measures to protect Confidential Information with at least the same degree of care with which it protects its own confidential information. Access to Confidential Information shall be provided only to those employees of each of the Parties to whom it is reasonably necessary to perform official duties related to the performance under the Agreement.

7.3. Confidential Information shall always remain the property of the transmitting Party and shall not be copied or otherwise reproduced without the prior written consent of the transmitting Party.

7.4. Obligation to keep confidential The Confidential Information of the transmitting Party does not apply to information that:

  • 1) at the time of disclosure was or has become public domain, other than as a result of a violation committed by the receiving Party; or
  • 2) becomes known to the receiving Party from a source other than the transferring Party without infringing the terms of the Agreement by the receiving Party, which can be certified by documents sufficient to confirm that the source of receipt of the Confidential Information is a third party; or
  • 3) was known to the receiving Party prior to its disclosure under the Agreement, as evidenced by documents sufficient to establish the fact of the possession of Confidential Information; or
  • 4) was disclosed with the written permission of the transmitting Party;
  • 5) provision of which is an obligation of the Party concerned in accordance with the Agreement.

7.5. The Customer undertakes to ensure the confidentiality and security of the personal data of the individuals received in connection with the Agreement, to store and process the personal data for no longer than is indispensable for the purpose of performance of a respective contract of sale and purchase of the Goods, and destroy personal data upon the achievement of processing purposes or in the event of a loss of the need for their achievement, if necessary, at the request of the Contractor.

The Customer hereby agrees that statistic data relating to the placement of Product offers, inter alia, number of displays, clicks and other may be transferred to JSC Sberbank. The Customer reserves the right to revoke the consent mentioned herein by respective e-mail message sent to notice@bringly.io.

7.6. Any use of User’s personal data not expressly specified herein is prohibited, except for cases when the Customer has received the consent of the User for such use in accordance with the requirements of applicable legislation. If the Customer does not comply with this requirement, the Contractor has the right to terminate the Agreement by sending respective notice to the latter. Should this be the case, the Agreement shall be terminated immediately upon receipt of the notice by the Customer.

8. TERM AND TERMINATION OF THE AGREEMENT

8.1. The Agreement shall enter into force on the Effective date and shall remain legally binding for indefinite period, unless one of the parties terminates it in accordance herewith, or until it is terminated by virtue of applicable legislation.

8.2. The agreement shall be terminated automatically upon termination of the agreement on the Promotion of the Service available by the link https://yandex.com/legal/bringly_service_promotion.

8.3. The Agreement may be terminated by the Contractor in the absence of technical possibility of services provision. In this case, the Contractor shall provide the Customer with respective notice of termination by e-mail, or in via Client web interface. The Agreement shall be deemed terminated the day following the date of such notice.

8.4. The Agreement may be terminated both by mutual agreement of the parties, and at the request of one of them. A party intending to terminate the Agreement unilaterally shall provide the other Party with respective prior notice not later than 15 (fifteen) days before the anticipated date of termination hereof.

8.5. The Contractor reserves the right to terminate the Agreement in case the Customer deviates from the Service Level Agreement, or provisions of Annexes regulating the Customer’s obligations. In this case, the Contractor shall provide the Customer with respective notice not less than 3 (three) calendar days before the date of termination.

8.6. Upon termination of the Agreement, the Parties shall make final mutual settlements in 60 days. Failing to do so, both Parties are entitled for arbitration.

8.7. In the event of termination of this Agreement, all obligations of the Parties under the Agreement, which by their nature should remain in effect (including confidentiality obligations, but not limited to the above), shall survive the termination hereof.

9. MISCELLANEOUS

9.1. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Lucerne, Switzerland. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of Hong Kong, excluding its rules on conflict of laws.

9.2. The Contractor reserves the right to amend the terms of the Agreement and Annexes hereto, which are published https://yandex.com/bringly_service_agreement (including Annex 5 establishing the Cost of Services) at any time upon its discretion. In the event the Contractor makes changes to the Agreement, such changes come into effect from the moment of placing the amended text of the Agreement on the Internet at https://yandex.com/bringly_service_agreement, unless another date of entry into force of the amendments is specified in addition to such placement.

9.3. The Contractor shall notify the Customer of the amendments via Client web interface and / or by e-mail.

9.4. Should the Customer disagree with the amended version of the Agreement, it shall reserve the right to terminate the Agreement with respective written notice thereof at least 10 (ten) days prior to the anticipated date of termination.

9.5. The Customer shall not be entitled to assign its rights under the Agreement to any third party without the Contractor’s prior consent.

9.6. The Parties are independent contractors. No provision of this Agreement creates a partnership between the Parties or makes a Party the agent of the other Party for any purpose. A Party has no authority to bind, to contract in the name of, or to create a liability for the other Party in any way or for any purpose.

9.7. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments. During the performance of this Agreement the Parties, their affiliates, employees, stakeholders and representatives (including agents, commission agents, customs brokers and other third parties directly or indirectly involved in the performance of this Agreement) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any assets (including intangible assets), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the legislation, or pursuing other illegal purposes.

9.8. The Contractor reserves the right to assign its rights and obligations hereunder to a third party without prior notification to the Customer. Such assignment shall be communicated to the Customer in order described for the case of amendment of this Agreement.

9.9. Should one or several provisions hereof are for any reason become null and void, unenforceable, or are so pronounced by competent court, such nullity shall not affect the validity of any other provision of the Agreement, and the provisions that became void or unenforceable shall be replaced by provisions with closest economic sense and closest legal nature permissible by applicable law.

10. CONTRACTOR’S DETAILS

Yandex Europe AG

Legal form: Public company

Place of business: Werftestrasse 4, 6005 Luzern, Switzerland

Registration number: CH-020.3.037.433-6

Date of registration in Trade register (The Canton Of Zurich): 20.12.2011

Tax file number (VAT) CHE-439.270.050 MWST

Account № 1280377 IBAN CH4708387000001280377

in ING BELGIUM, BRUSSELS, GENEVA BRANCH

SWIFT: BBRUCHGT

 

Annex 1

to the Agreement on Bringly services

ORDER OF PRODUCT OFFERS PLACEMENT

1. Services of Product Offers placement shall include

1.1. placement of Product Offers in Bringly mobile application and/or bringly.io website

1.2. option enabling a User to order Goods offered for sale by the Customer directly at the Service, on prepayment terms, and, if needed, to file a claim directly in the interface of the relevant Order and invite an arbitrator of Bringly to assist in reviewing the claim in accordance to Annex 2.1. to the Agreement.

1.3. Services specified in the Agreement and in this Annex shall not be provided but in relations to the Product offers set forth herein.

2. Provision of Product Offers for Placement

2.1. The Customer shall provide the Contractor with Product Offers compliant with requirements hereof, in the manner and format described at https://yandex.com/support/marketplace-global/pricelist/ . The Customer guarantees and shall be solely and completely liable for the compliance of the Product Offers with the applicable laws. The Customer shall represent and warrant that Product Offers contain full and accurate information about the seller of the Goods, and the Goods offered for sale at the Service, and reflects all sufficient characteristics of the Goods as far as their consumer properties are concerned. For avoidance of doubts, parties hereby accept and agree that sufficiency or insufficiency of information shall be estimated from the point of view of Russian Federation legislation on protection of consumers’ rights. Should the Customer act on behalf of one or several third parties, the Customer undertakes to provide details of such represented third party jointly with the Product Offers related to it.

2.2. Product Offers shall be submitted to the Contractor for placement via Client Web interface

2.3. Upon request, the Contractor may provide the Customer with a translation of Product Offers into Russian language in case such Product offers are originally formed in another language. Should this be the case, Parties hereby accept and Agree that the Customer shall bear full and sole responsibility for the content of Product Offers, having ability to amend them at any time using Client web interface. Customer hereby represents and warrants that in case placement of Product Offers translation for rendering of Bringly Services takes place without any amendment, such translation is placed at the Service upon the Customer’s unconditional consent.

2.4. In the event the Customer provides the Product Offers that violate regulations and requirements specified in the Agreement and set forth by applicable legislation, the Contractor shall be entitled to reject such Product Offers, and to suspend or terminate its Services related to those Product Offers, or terminate the Agreement.

3. Requirements to Product Offers

3.1. Product Offers that are not allowed to be placed at the Service

  • 3.1.1. goods forbidden for manufacture and (or) sale by Russian legislation. For example: counterfeit goods; official documents and state awards, counterfeit documents, stamps, seals, blank forms, porn;
  • 3.1.2. drugs, psychotropic substances and their precursors;
  • 3.1.3. explosives and explosive materials, except for pyrotechnic products;
  • 3.1.4. goods and services subject to certification / licensing in case the required certificates / licenses are not provided;
  • 3.1.5. goods forbidden or limited in unrestricted remote distribution by Russian law;
  • 3.1.6. tobacco products and smoking accessories;
  • 3.1.7. induced abortion medical services;
  • 3.1.8. weapons;
  • 3.1.9. gambling and betting, as well as their organizers;
  • 3.1.10. alcohol products.

3.2. Product Offers admissible for placement subject to special requirements (Detailed requirements are available at https://yandex.com/legal/adv_rules_ch/):

  • 3.2.1. lotteries and stimulating actions
  • 3.2.2. medicines, medical equipment
  • 3.2.3. medical services
  • 3.2.4. dietary supplements
  • 3.2.5. infant food
  • 3.2.6. financial services
  • 3.2.7. securities
  • 3.2.8. information products subject to classification in accordance with the requirements of the Federal Law of December 29, 2010 No 436-FZ “On protection of children from information harmful to their health and development”

3.3. The text of Product Offers shall be composed in Russian language.

3.4. Additional text in foreign language is admissible in Product Offers provided that it is used along with the Russian text which is identical to the foreign language text both in form and content.

3.5. Prices specified in Product offers should be in Russian rubles.

3.6. Regarding to the content of Product Offers, following Product Offers shall be banned from the Service:

  • 3.6.1. Product Offers that use offensive language or obscene images disrespectful to gender, race, nationality, age, profession, social or financial status, religious or national symbols;
  • 3.6.2. Product Offers that confuse or mislead Users by:
  • 3.6.2.1. containing false testimonies about the product/service;
  • 3.6.2.2. containing false testimonies about the discounts/rebates/sales and/or their terms and rules;

3.6.3. Product Offers that encourage unlawful conduct and/or promote cruelty and violence.

Should any of the above be subject of a Product Offer, or should any of the above be included into a Parcel, the Contractor shall have the right to repudiate the Agreement unilaterally with prior 3 days notice to the Customer.

4. Rules of Product Offers Placement and Rules of displays

4.1. The Customer shall upload the Product Offers in compliance with technical requirements available at https://yandex.com/support/marketplace-global/pricelist/.

4.2. The Customer hereby accepts and agrees that the Contractor may carry out any actions (control activities) as to verify whether the contents of Product Offers submitted by the Customer meet the requirements specified in the Agreement and this Annex. Any findings obtained through control activities shall be regarded as a sufficient reason as to ascertain that Product Offers do not meet the requirements specified herein, and suspend placement of respective Product Offers placement. The Contractor shall independently determine the methods, frequency and grounds as to carry out control activities.

4.3. The Customer agrees that Product Offers placed at the Service may be accompanied by additional information material of Bringly service (such as marks of the goods/Customers, comments concerning the goods) For example, Product Offers of medicines, medical services, medical items and also biologically active supplements, as well as Product Offers of the items constructively similar to arms in terms of article 1 of the Federal Law “On Arms”, shall be accompanied by the following standard warnings:

  • "Contraindications. Consult your doctor" — for advertising of medicines, medical services, including treatment methods, medical equipment;
  • "It is not a medicine" - for advertising of biologically active supplements;
  • "Constructively similar to arms" – for advertising of the items constructively similar to arms.

4.4. The Customer reserves the right to withdraw any Product offer from placement at any time.

4.5. The Customer agrees that Product Offers on products, printed matter, audiovisual production on all types of media, programs for computers (computer software) and databases, as well as information made available through entertainments, information and telecommunication networks, including Internet, and mobile telephone communications network shall contain the age restriction notification - 18+, 16+, 12+, 6+, 0+.

4.6. The category of the content shall be determined by the Customer independently during the Product Offers production. If the Customer fails to select a category for Product offers falling under respective categories, such Product Offers shall be automatically assigned to the respective category, and the Contractor shall reserve the right to assign them to the 18 + category without prior consultation or other communication with the Customer. The Customer is entitled to change the category at any time by sending the relevant data in accordance with the procedure described at https://yandex.com/support/marketplace-global/pricelist/ or via the customer support service at notice@bringly.io. The Customer may also use the said means of communication in order to exclude the age restriction notification from Product Offers if the Customer considers them not to be the subject to age categorization. The Customer is obliged to inform the Сustomer support service at partner@market.yandex.com of the need of age restriction, if the Materials were not initially assigned to age category (including the cases when the Product Offer age category is not displayed because of incorrect identification). Responsibility for the proper determination of the Product Offer age category and mandatory placement of age restriction notification in the Product Offer with the relevant content shall always remain on the Customer.

4.7. Product offers shall be displayed to Users amongst their search results on Bringly service, and in the list of Goods offered for sale (general list and category list).

4.8. Product Offer of the same Goods shall be displayed to a User subject to following rules

  • 4.8.1. Product Offers of the lowest price shall have priority in displaying to User.
  • 4.8.2. Should the lowest price for the Goods be provided by several sellers, the Offer with the highest CPA rate attributed to it shall have priority in displaying.
  • 4.8.3. Should there be several sellers providing the lowest priced on the same Goods offered for sale with the same highest CPA rate attributed to it, their Product Offers shall be considered to be of equal priority, and be displayed to User randomly.
  • 4.8.4. In addition to the general rule set forth here above, the Contractor reserves the right to take other parameters of different sellers into account when defining a Product Offer to be displayed to a User with priority, such as sellers’ ratings based on Consumers’ feedback, rate of unfavorable arbitration cases, etc. Such parameters shall be taken into account provided that the Contractor has technical opportunity to monitor them.

4.9. Parties hereby accept and agree that the rules of display may be amended by the Contractor unilaterally.

4.10. Customer acknowledges that due to technical issues beyond the control of the Contractor, the services as described hereinabove may be unavailable, or be available in other form than intended by the Contractor. The Contractor hereby disclaims any liability for non-performance of the Services except for cases of proven intent or gross negligence. The maximum claim of Customer is limited to the to the cost of Services rendered hereunder.

4.11. Parties hereby accept and agree that Product Offers of the Goods that are placed at the fulfillment warehouse in accordance with Annex 3 to the Agreement may be discontinued in case respective Goods are out of stock according to the Contractor’s statistic data, until the Customer replenishes the quantity of such Goods at the fulfilment warehouse in order set forth in Annex 3 to the Agreement.

4.12. In order to improve the quality of Bringly Service and to develop new offers for sellers, the Contractor may carry out experiments from time to time. Within the framework of such experiments, Product Offers displayed to certain Users randomly selected by the Contractor may be displayed in a way and at locations different from ones described here above. Any information about such experiments shall be made available to the Customer upon the request sent to the customer support service with the feedback form at notice@bringly.io.

4.13. Placing Product Offers at the Service the Customer grants the Contractor with worldwide non-exclusive, fully-paid and royalty-free, perpetual license, including the right to grant sublicenses, to use any and all images of the Goods, descriptions of the Goods and any other elements of Product Offers as the case may be (hereinafter referred to as content). The Customer hereby accepts and agrees that the Contractor may use the content in any way permitted by applicable legislation, including it inter alia into any advertising and promotional materials related to the Service, without any Contractor’s obligation to mention the Customer in such materials. The Customer shall bear full and sole liability for any breach of any third party’s intellectual property right by the content. Should any such breach take place the Customer shall reimburse all losses of the Contractor in order described in relation to Product Offers.

4.14. Parties hereby accept and agree that prices of the Goods displayed at Bringly service may differ from those communicated by the Customer. The Contractor reserves the right to display the price of the Goods increased by commission of subcontractors engaged by Contractor into performance under the Agreement, and/or in accordance with method of ordering of the Goods, and/or depending on other parameters. The Contractor shall provide the Customer an opportunity to calculate the price to be displayed regarding each Product Offer under each possible option, inserting the initial price into a special calculation chart. The increase of prices by virtue of the present clause shall not affect the basis of calculation of the amounts due for Services rendered hereunder. At the same time, acceptance of non-cash payments made by Consumers in favor of the Customer under Annex 2 of the Agreement shall be made at the prices adjusted according to the current clause and displayed at Bringly service.

4.15. The Customer hereby accepts and agrees that name of the Goods as well as its description provided to the Contractor for placement within Product Offers may be amended in order to comply with the Service’s principles of Product Offers categorization and applicable regulations within the scope of consumer’s rights protection. The Contractor shall also be entitled to translate Product Offers provided in case such Product Offers are provided in a language other than Russian, or amend translated Product Offers to make the translation comply with the rules of Russian language. Should any Product Offer be amended in accordance with this clause, the Customer may address the Contractor with a request to correct respective Product Offer, which may not be unreasonably rejected. Should the Customer confirm an Order of the Goods offered by such Product Offer, such Product offer shall be considered correct and valid, and further requests for amendments of such Product Offer shall not be considered.

4.16. The Contractor reserves its right to round off prices displayed to a User up to whole Rubles in accordance with rules of mathematics.

 

Annex 2

to the Agreement on Bringly services

ORDER OF CASHLESS PAYMENTS PROCESSING AND TRANSFER

1. In accordance with clause 2.1.2 of the Agreement and the terms of this Annex, the Contractor undertakes, for remuneration in accordance with Annex 5, to perform, on behalf of the Customer (the Order) on its own behalf and at the expense of the Customer, actual actions aimed at:

  • 1.1. Acceptance of non-cash payments made by Consumers in favor of the Customer, carried out as payment for the Goods offered for sale by means of Bringly Service;
  • 1.2. Transfer of the amounts to Consumers in the event of refusal from the contract of sale and purchase of Goods, return of the Goods, as well as in other cases specified in the Agreement. The amount to be transferred to a Consumer in such cases, as well as order of such transfer, shall be established by Annex 3 to the Agreement. The transfer of such amounts is made by the Contractor to the details specified by respective Consumers.

2. The Contractor shall perform actions specified in clause 1.1. – 1.2. of this Annex in the following territory: worldwide.

3. The Parties agreed that in the event that a User enters into contract of sale and purchase of the Goods with the Customer at prepayment terms, the Customer instructs the Contractor to accept amounts due for the Customer’s Goods under such contract, and transfer them to the Customer in the order established in this Annex. Such assignment to accept amounts due to the Customer’s Goods is valid during the term of the Agreement with regard to all orders.

4. The Contractor shall transfer the amounts received from Consumers to the settlement account specified by the Customer in the application (clause 2.2.3. of the Agreement). The amounts accepted by the Contractor from Consumers shall be transferred to the Customer less the cost of the Services calculated in accordance with Annex 5 to the Agreement.

5. Should the Contractor accept Consumers’ payments in other currency than USD, the received amount shall be converted into USD in accordance with the Russian Federation Central Bank exchange rate as of the date of acceptance of the respective amount.

 

Annex 3

To the Agreement on Bringly services

REFUNDS AND ARBITRATION RULES

Entering into Agreement on Bringly services, the Customer agrees with the rules on possible compensations (refunds) to Consumers set forth in this Annex, and undertakes to comply herewith.

1. General rules on refunds

1.1. Parties hereby agree that the refunds shall be made by the Contractor on behalf and at the expense of the Customer. Should the refunds be made in currency other than USD, the amount payable hereunder shall be converted in USD in accordance with Russian Federation Central Bank exchange rate as of the date of refund.

1.2. Parties agree to provide Consumers with an opportunity to reject any Goods within 14 (fourteen) days upon its delivery to the latter. Should this be the case, the delivery of the Goods to the Customer shall be performed by mail at the expense of the Consumer. The Contractor shall reimburse the cost of the Goods to the Consumer upon receipt of respective postal tracking number. In case the cost of Goods exceeds 1000 USD per item the Contractor shall not provide reimbursement be made until the Customer receives the Goods and confirms that it has arrived in proper condition. Should the Goods arrive in improper condition that make the Goods unmarketable, such improper condition being caused by the Consumer’s actions, the Customer may deny the refund.

1.3. Parties specifically agree that the Goods that may not be used by another Consumer once having been handed over to the first owner shall not be covered by clause 1.2 hereof.

1.4. Should the Consumer not accept the Goods until the postal storage term in the Consumer’s place of residence expires, such failure to accept the Goods shall constitute rejection of the Goods, and the Contractor shall not be liable for shipment and delivery of such Goods to the Customer; and the Contractor’s obligations under the Agreement shall be considered duly performed.

1.5. Should it be established that the Contractor had failed to properly notify the Consumer of delivery of the Goods, which entailed inability of the Consumer to accept the Goods, the Consumer shall be provided with refund of full cost of the Goods. In this case refunds shall be performed at the Customer’s expense and the Customer shall be entitled to claim for reimbursement of respective amounts from the Contractor. Email, Push, SMS messages are hereby agreed to regard a proper notification method. Parties hereby specifically agree that the reimbursement may not be performed unless and until the Contractor receives respective claim from the Customer: the aggregate amount of reimbursements shall be included into Electronic report for the respective Reporting period.

1.6. Should the Goods have been duly shipped to the Consumer in accordance with the Agreement but have not been delivered to the Consumer within 60 days from the date of order, the Consumer shall be entitled to full refund for such Goods. In this case refunds shall be performed at the Customer’s expense and the Customer shall be entitled to claim for reimbursement of respective amounts from the Contractor. Parties hereby specifically agree that the reimbursement may be performed within the framework of on promotion of the Service available at https://yandex.com/legal/bringly_service_promotion, and such performance of obligation to reimburse is regarded by both Parties as acceptable.

1.7. In case the Goods do not comply with the description provided by the Customer, or have defects that are not caused by undue handling during their delivery such Goods shall be considered deficient, and the Consumer shall be entitled to reimbursement of full cost of the Goods at the expense the Customer.

 

2. Refund procedure

2.1. Consumers shall be provided to claim for refund by means of the Service.

2.2. In order to obtain refund under clauses 1.2, 1.4. – 1.6. hereof, the Consumer shall have to initiate correspondence with the Customer and provide following information:

  • 2.2.3. Scanned copy of refund request;
  • 2.2.4. Postal tracking number confirming dispatch of the respective Goods to the Customer.

2.3. In order to receive the amount of refund under clause 1.7. hereof, the Consumer should initiate correspondence with the Customer by means of the Service and attach materials confirming condition of the Goods (including but not limited to, photos and/or video materials).

  • 2.3.1. The Customer shall inspect the materials provided by the Consumer and make a decision on the refund for deficient Goods.
  • 2.3.2. Should the Customer disagree that the respective pieces of Goods are deficient, it may request additional materials from the Consumer.
  • 2.3.3. In case the cost of Goods exceeds USD 1000 per item, the Customer reserves the right to request that the Goods alleged to be deficient are send to it for diagnostics, which may not be longer than 30 (thirty) days.
  • 2.3.4. Should the Goods be found deficient upon diagnostics procedure, the Customer will perform refund procedure to the Consumer via Client Web Interface immediately, but in any case not later than in 3 business days from the date when the Goods are established to be deficient.
  • 2.3.5. Customer hereby accepts and agrees that in case a refund is due under clause 2.3. hereof, a Consumer shall be entitled to reimbursement of costs related to dispatch of the Goods to the Customer. Such reimbursement shall not be covered by procedures set forth in this Annex and shall at all times remain within the scope of Consumer and Customer relations.

 

3. Arbitration

3.1. If the Consumer is not satisfied with the decision made by the Customer regarding the breach by the Customer of the sale contract concluded with the Consumer (including the transfer of defective / damaged / incomplete Goods, problems with the refund for returned Goods, etc.), the Contractor’s quality control arbitrator (the Arbitrator) may be involved to help deal with the Consumer’s claim.

3.2. The Customer shall immediately provide the Arbitrator with documents requested to make a decision on the claim and information concerning Goods sold to the Consumer. Failure to provide the requested information or documents to the Arbitrator shall constitute good cause for the Arbitrator to rule in Consumer’s favor.

3.3. Arbitrator shall consider the claim within 10 (ten) business days; nonetheless, parties accept and agree that the said term shall be considered approximate and may be extended in case of need for additional necessary documents / information provided from the Customer or the Consumer.

3.4. In case Consumer’s claim is not settled by the Consumer and the Customer, the Arbitrator shall make a decision in favor of the parties to a contract of sale and purchase of the goods, on the basis of documents and information the parties provided by both, and on the basis of information available to the Contractor with regard to the respective Order.

3.5. The Customer undertakes to consider the Arbitrator’s decision regarding each claim as binding, which shall not deprive the Customer to provide a Consumer with refund or any other compensation the Customer may consider appropriate, in case the Arbitrator rules in favor of the Customer.

3.6. Procedure of arbitration set forth herein shall be considered as assistance to the parties to a contract of sale and purchase of goods entered into by the Consumer and the Customer. Neither in this Annex may be construed as to consider the Contractor to be authorized by the Customer to accept and satisfy Consumers’ claims in relation to Goods of improper quality; the said claims shall be considered by the Customer.

3.7. Ruling of Arbitrator in Consumer’s or Customer’s favor shall not affect their right to resolve any of controversies.

3.8. Arbitrator’s decision in Consumer’s favor shall be construed as the Customer’s agreement to provide respective refund to the Consumer, and assignment to the Contractor to effect such refund on behalf and at the expense of the Customer. In this case all disputes relating to Arbitrator’s decision arise between the Contractor and the Customer shall not affect the Arbitrators decision, and shall be subject to separate settlement in accordance with the Agreement.

3.9. Parties hereby expressly agree that the scope of contractual relations of the Parties under the Agreement shall in no circumstances include the obligations to provide reimbursement of costs related to dispatch of the Goods to the Customer from the Consumer, in case the Consumer has respective legitimate interest.

 

Annex 4

to the Agreement on Bringly services

LOGISTIC SERVICES

1. Subject matter

1.1 Contractor shall provide logistic services on transportation of Parcels (Goods) to customers purchasing the goods via the Service. This Annex shall govern order of rendering of Services specified in clause 2.1.3. of the Agreement. Services rendered under this Annex shall include:

  • Inbound operations at the Contractor’s warehouse (if applicable)
  • Storage of Parcels/Goods (if applicable)
  • Consolidation of Goods into Packages (if applicable);
  • Packaging of Goods (if applicable);
  • Forwarding services;
  • Customs clearance;
  • Other relevant services connected with international transportation of the Parcels (Goods) as set out in this Annex.

1.2. The Customer agrees that it may not change the method of delivery of its Goods to Consumers with regard to section 2 hereof. The Customer shall choose the applicable method of delivery upon entering into Agreement.

2. General rules on logistic services

2.1. Rendering of Services hereunder shall commence at the moment when respective Parcels/Goods are handed over to the Contractor. Customer may choose one of the following ways of handing over of Parcels/ Goods to the Contractor.

2.2. Handing over of pre-packed Parcels to fulfilment warehouse which shall be performed as follows:

  • 2.2.1. Parties shall agree on the name and quantity of the Goods to be placed at the Contractor’s warehouse, and approve packaging list specifying the codes of Parcels containing respective Goods via Client Web Interface or by API;
  • 2.2.2. The Customer shall appropriate the Goods for transportation and provide proper packaging of the Goods into Parcels provided that each Parcel should contain one piece of the Customer’s Goods.
  • 2.2.3. All Parcels shall be labeled in accordance with the requirements set forth at https://yandex.com/support/marketplace-global/pricelist/.
  • 2.2.4. Parcels shall be consolidated into cargo units with labels identifying the Customer, and their contents.
  • 2.2.5. The Customer shall hand over the Parcels consolidated into cargo units at one of the following warehouses preliminarily agreed by the Parties:
  • 2.2.5.1. Bldg 3, 1985 Yuan Zhong Yuan, Yayuan Rd, Bantian, Longgang, Shenzhen, China;
  • 2.2.5.1.1. Bldg B, No. 268 Xia Hua Yi Lu, Baiyunhu St, Baiyun, Guangzhou, China;
  • 2.2.5.1.2. No. 39 Youdong Rd, Minhang, Shanghai, China.
  • 2.2.6. Upon receipt of cargo units the Contractor shall accept risk of destruction of or damage to such cargo units. For avoidance of doubt, the mere fact of acceptance of cargo units by the Contractor shall not entail the acceptance of risks of destruction of or damage to the Parcels.
  • 2.2.7. Contractor shall perform full screening inspection of Parcels at Uriekstes iela 14A, Riga, Latvia, LV-1005 (hereinafter referred to as fulfilment warehouse). Upon such inspection the Contractor may compose a document of acceptance of Parcels, indicating the amount of Parcels received from the Customer, and confirming the match of each Parcel’s label to the packaging list approved by Parties in accordance with clause 2.2.1. hereof. Risks of destruction of or damage to the Parcels shall pass onto the Contractor upon acceptance of such Parcels at the fulfilment warehouse. Customer accepts and agrees that the risks mentioned herein shall be assumed by the Contractor with regard to the Parcels but not with regard to their contents.
  • 2.2.8. Should any surplus or shortage of Parcels be discovered at the fulfilment warehouse , the Contractor shall insert the description thereof into the document of acceptance of Parcels, the risks mentioned in the present clause shall be not accepted by the Contractor but with regard to Parcels that match the packaging list and do not constitute surplus.

2.3. Handing over of Goods to fulfilment warehouse which shall be performed as follows:

  • 2.3.1. Parties shall agree on the name and quantity of the Goods to be placed at the Contractor’s warehouse via Client Web Interface or by API, and approve packaging list specifying the codes for respective Goods (codes shall be composed in accordance with the requirements set forth at https://yandex.com/support/marketplace-global/pricelist/);
  • 2.3.2. The Customer shall appropriate the Goods for transportation and provide proper packaging of the Goods into cargo units.
  • 2.3.3. All cargo units, and all pieces of Goods shall be labeled in accordance with the requirements set forth at https://yandex.com/support/marketplace-global/pricelist/.
  • 2.3.4. The Customer shall hand over the Goods consolidated into cargo units at the shipment warehouse.
  • 2.3.5. Upon receipt of cargo units the Contractor shall accept risk of destruction of or damage to such cargo units. For avoidance of doubt, the mere fact of acceptance of cargo units by the Contractor shall not entail the acceptance of risks of destruction of or damage to the Goods.
  • 2.3.6. Contractor shall perform full screening inspection of the Goods at the fulfillment warehouse. Upon such inspection the Contractor may compose a document of acceptance of the Goods, indicating the amount of Goods received from the Customer, and confirming the match of each piece of Goods’ label to the packaging list approved by Parties in accordance with clause 2.3.1. hereof. Risks of destruction of or damage to the Goods shall pass onto the Contractor upon acceptance of such Goods at fulfillment warehouse.
  • 2.3.7. Should any surplus or shortage of the Goods be discovered at the fulfillment warehouse, the Contractor shall insert the description thereof into the document of acceptance of Goods; the risks mentioned in the present clause shall be not accepted by the Contractor but with regard to the Goods that match the packaging list and do not constitute surplus.
  • 2.3.8. The Customer may deliver the Goods to the Contractor’s fulfillment warehouse at its own expense. Should this be the case, rules hereof set forth with regard to the Goods shall apply. Tariffs for the Services to be rendered hereunder with regard to the Goods delivered to the fulfilment warehouse at the Customer’s expense are set forth in Annex 5 to the Agreement.

2.4. Handing over of Parcels for direct delivery to Consumers which shall be performed as follows:

  • 2.4.1. Within 3 (three) business days and no later than 5 (five) days upon receipt of an Order for a specific piece of Goods, or several pieces of Goods from a Consumer the Customer shall confirm that the respective Goods are available, and may be delivered to the Consumer. Should the Customer fail to provide the confirmation regarding one or several pieces of Goods, such Order shall be subject to cancellation regarding such pieces of Goods.
  • 2.4.2. The Customer shall hand over respective Parcels to the Contractor within 48 (forty-eight) hours from the moment of confirmation as described in clause 2.4.1. hereof. In case of failure the order shall be automatically cancelled.
  • 2.4.3. The Customer shall appropriate the Goods for transportation and provide proper packaging of the Goods into Parcels provided that each Parcel should contain one piece of the Customer’s Goods. One Parcel may contain several pieces of Goods in case such Parcel constitutes a single Order of one Consumer, or part of a single Order. In this case, the Customer shall provide labeling of the Parcel with proper barcodes for each of pieces of the Goods contained in it.
  • 2.4.4. All Parcels shall be labeled in accordance with the requirements set forth at https://yandex.com/support/marketplace-global/pricelist/.
  • 2.4.5. Contractor shall perform screening inspection of Parcels upon their receipt at shipment warehouse. Upon such inspection the Contractor may compose a document of acceptance of Parcels, indicating the amount of Parcels received from the Customer, and confirming the match of each Parcel’s label to the information about respective Order of a Consumer. Risks of destruction of or damage to the Parcels shall pass onto the Contractor upon acceptance of Parcels at shipment warehouse.
  • 2.4.6. Should any surplus or shortage of Parcels be discovered at the shipment warehouse the Contractor shall insert the description thereof into the Client Web interface and/or send an e-mail with a respective notice to the Customer; the risks mentioned in the present clause shall be not accepted by the Contractor but with regard to the Parcels that match information of respective Consumers’ Orders and do not constitute surplus. Risks mentioned herein shall be assumed by the Contractor with regard to the Parcels but not with regard to their contents.

2.5. Parties hereby expressly agree that in case the Parcels are handed over to the Contractor for direct delivery to Consumers rules set forth for other warehouse operations shall not be applicable.

2.6. Where applicable, the Customer shall enclose in packages of Goods transferred to the Contractor / Warehouse Operator a warranty sheet, instructions, and other documents to be handed over to the Consumer, when Goods are delivered, as the consumer protection laws prescribe.

3. Warehouse Operations

3.1. Shipment Warehouse. Inbound operations

  • 3.1.1. The Contractor/ Warehouse operator shall not accept Goods and/or Parcels unless and until they meet requirements set forth in section 2 hereof. Warehouse operator specified in clause is a representative of the Contractor duly authorized to accept Goods under the Contract and sign acceptance documents. Parties hereby expressly agree that the Warehouse operator is entitled to perform hereunder on behalf of the Contractor.
  • 3.1.2. Goods and Parcels designated for transfer to the fulfillment warehouse shall be accepted at the shipment warehouse by the amount of cargo units (such acceptance for respective Goods and Parcels shall be considered as primary acceptance).
  • 3.1.3. Parcels subject to direct delivery to Consumers shall be accepted at shipment warehouse by the amount of Parcels.
  • 3.1.4. Acceptance of Goods and Parcels designated for transfer to the fulfillment warehouse takes place based on forwarding documents of the Customer. Should any surplus or shortage of Parcels be discovered at the upon screening inspection, the Contractor shall insert the description thereof into the Client Web interface and/or send an e-mail with a respective notice to the Customer.
  • 3.1.5. The Customer or third parties instructed by the Customer to pass Goods to the Contractor/Warehouse Operator shall submit the following documents to the Contractor / Warehouse Operator:
  • power of attorney the issued by Customer to the sender (if applicable);
  • Customer representative’s ID matching with the power of attorney;
  • Packaging list with data on transferred Goods/Parcels and their declared value (declared value shall be basis for calculation of prospective Contractor’s liability limit, shall be established equal to the amounts spent by the Customer to acquire property of respective Goods and may be subject to verification by the Contractor in accordance with clause 4.4. hereof).
  • 3.1.6. During the acceptance of Goods designated for transfer to the fulfillment warehouse, the Contractor / Warehouse Operator will act as follows:
  • 3.1.6.1. accept Goods/Parcels designated for transfer to the fulfillment warehouse by the number of packages as per forwarding documents;
  • 3.1.6.2. visually inspect cargo units in order to find any external damage thereto (if any);
  • 3.1.6.3. check that cargo units are appropriated for transportation and meet packaging requirements established for specific method of transportation are met.
  • 3.1.7. Any external damage of cargo units and discrepancy in the number of cargo units shall be described in the respective warehouse receipt.
  • 3.1.8. Each cargo unit subject to forwarding to fulfillment warehouse should be labelled with or accompanied by the following data: cargo unit No., number of Parcels/pieces of Goods, SKU codes, name of the Customer. Information required by virtue of this clause may be provided to the Contractor/warehouse operator before the actual arrival of cargo units to the fulfillment warehouse, by means of e-mail correspondence, via Client web interface or by API. In this case the Customer shall label each cargo unit with a bar code relating to such information regarding respective cargo unit.
  • 3.1.9. Parcels subject to direct delivery to Consumers shall be accepted at shipment warehouse by number of Parcels. Such Parcels shall be counted and their bar codes shall be matched with the packaging list. The Contractor/Warehouse operator shall perform full screening inspection of such Parcels Should any surplus or shortage of Parcels be discovered at the upon screening inspection, the Contractor shall insert the description thereof into the Client Web interface and/or send an e-mail with a respective notice to the Customer.
  • 3.1.10. The Contractor reserves the right not to accept unlabeled cargo units or unlabeled Goods/Parcels, and return them to the Customer at the expense of the latter.
  • 3.1.11. The Contractor shall not be liable for shortage of Goods and Parcels accepted by the quantity of cargo units in case such cargo units are intact and their outer package does not bear any signs of opening.

3.2. Fulfillment warehouse. Inbound operations

  • 3.2.1. Acceptance of Goods/Parcels at fulfillment warehouse shall constitute secondary acceptance.
  • 3.2.2. During secondary acceptance the Contractor / Warehouse Operator will check whether the quantity, name and item number of Goods/Parcels transferred correspond to data on Goods/Parcels specified in respective packaging lists, check whether there are damages of external package of Goods/Parcels, check the labeling of Goods/Parcels, and, if needed, process, mark, and/or pack them in accordance herewith. If there is discrepancy in the quantity / quality of Goods/Parcels, information on Goods/Parcels actually accepted shall be reflected in the Act of acceptance of Goods/Parcels. The Contractor/Warehouse operator shall perform secondary acceptance of Goods/Parcels within 120 operational hours upon arrival of such Goods/Parcels at the fulfillment warehouse. Document of acceptance of Goods/Parcels shall be composed, signed by the Contractor/Warehouse Operator and be sent to the Customer by e-mail no later than seven (7) business days from when secondary acceptance is completed.
  • 3.2.3. The Customer may provide reasoned written objections to secondary acceptance results within 7 business days from the date of document of acceptance of Goods/Parcels. Once the above term has expired, no secondary acceptance -related claims will be accepted.
  • 3.2.4. Secondary acceptance shall be performed by the Contractor/Warehouse Operator unilaterally; acceptance process shall be video-taped. Should any discrepancy (in quantity, items, names, etc.) between actually delivered Goods/Parcels and Goods/Parcels specified in the packaging list, any visible external damage be found, the Contractor/Warehouse operator shall describe those in the Act of acceptance of Goods/Parcels. Visible external damage of package of Goods/Parcels will be photographed. Photo and video materials may be provided to the Customer upon its request.
  • 3.2.5. Damaged Goods/Parcels shall be stored separately and kept in its original until receipt of the Customer’s further written instructions.
  • 3.2.6. The Contractor shall not open factory package of the Goods or outer package of Parcels and within the framework of secondary acceptance at the fulfilment warehouse and shall not test the quality of Goods. Parties hereby accept and agree that Goods and Parcels in intact individual package are presumed to be of proper quality, and the risk of discovery of the opposite shall fall within the Customer’s responsibility scope.
  • 3.2.7. The list Goods forbidden for storage is as follows: firearms, signal guns, air guns, gas spray guns, ammunition, cold steel, electro shockers, and major elements of the above, drugs, psychotropic, strong, radioactive, explosive, poisonous, corrosive, flammable, and other substances classified as dangerous goods, animals and plants, biological materials, currency notes of the Russian Federation, foreign currency, securities, excise stamps as well as precious metals, jewels and items containing the same. In case any of such Goods belonging to the Customer are detected during the acceptance or storage, the Contractor shall notify the Customer and may accept no such Goods for storage, or, if already stored, return such Goods to the Customer at the expense of the latter.
  • 3.2.8. The Customer shall provide the Contractor with necessary information on the nature of Goods/Parcels, their properties, necessary precautions, and storage conditions required for secure storage of respective Goods/Parcels.
  • 3.2.9. Should Goods/Parcels arrive in a container or other cargo unit with a broken seal and/or damaged outer packaging, and/or in case the cargo unit is dirty, wet, has foreign smells, signs of rodents or insects, is damaged or does not meet the requirements of the warehouse, the Contractor shall notify the Customer thereof without delay and follow the instructions provided by the Customer. In case the Customer fails to provide respective instructions within 7 days from the date of notification, such cargo units may be repacked and returned to the Customer at the expense of the latter. The Contractor/Warehouse Operator may perform full screening inspection of the quantity and quality of the Goods/Parcels in damaged cargo units in accordance with this Annex at the Customer's expense. Acceptance of such Goods and Parcels shall be subject to a separate agreement of the parties which may be reached by means of e-mail correspondence.
  • 3.2.10. The Contractor shall not be liable for defects and/or shortage of Goods/Parcels in case at least one of the following conditions is met:
  • 3.2.10.1. Goods/Parcels were inspected and/or calculated during unloading and accepted in intact factory packing;
  • 3.2.10.2. Damage to the Goods is attributable to a shipping company during transportation (applicable to cases specified in clause 3.2.7. of this Annex);
  • 3.2.10.3. Damage or loss of Goods/Parcels is attributable to natural loss rates — limiting values of Goods mass or volume loss caused by natural loss (drying-up, scattering, etc.)
  • 3.2.11. Should there be no marking on a piece of Goods/ a Parcel, the Contractor may perform additional search of information on such item in its statistic data systems at the expense of the Customer.
  • 3.2.12. The Parties will jointly reveal any discrepancies in inventory systems. To avoid misunderstandings, data of the Contractor's / Warehouse Operator's system on Goods/Parcels accepted and stored in the fulfillment Warehouse at any time will be determinative, if there is no obvious error.

3.3. Shipment/Fulfillment warehouse. General policies

  • 3.3.1. The Warehouse Operator engaged in storage and warehousing of Goods in the Warehouse and involved by the Contractor to render the Services to the Customer:
  • 3.3.2. Shipment warehouse for direct service:
  • GVS Limited
  • Bldg 3, 1985 Yuan Zhong Yuan, Yayuan Rd, Bantian, Longgang, Shenzhen, China
  • 0900-1800, Monday-Saturday
  • Contact person: Sue Lin, +86 185 5920 7390, sue.l@gvs-global.com
  • 3.3.3. Forwarding of Goods/Parcels to fulfillment warehouse:
  • PBM Logistics
  • Bldg 3, 1985 Yuan Zhong Yuan, Yayuan Rd, Bantian, Longgang, Shenzhen, China
  • 0900-1800, Monday-Saturday
  • Contact person: Sue Lin, +86 185 5920 7390, sue@pbm-logistics.com
  • 3.3.4. Fulfilment Warehouse:
  • PBM Logistics
  • Uriekstes iela 14A, Riga, Latvia, LV-1005
  • 0900-1800, Monday-Friday
  • Contact person: Alexander Aglyamov, +37120050858, Alex@pbm-logistic.com

Specific requirements to packaging of Parcels are set forth in Annex 4.1.

3.4. Outbound operations

  • 3.4.1. Goods/Parcels shall be subject to outbound operations in case the Customer files a request to withdraw the Goods/Parcels from the warehouse, or in case information on order from a Consumer is transmitted to the Contractor with respect of certain piece of Goods/Parcel.
  • 3.4.2. The Customer may file a request for withdrawal of the Goods/Parcels at least 7 business days prior to such withdrawal. Upon receipt of such request the Contractor/ warehouse operator shall consolidate the Goods/Parcels into cargo units, label them in accordance with the requirements set forth at https://yandex.com/support/marketplace-global/pricelist/, and appropriate the cargo units for transportation. All withdrawn Goods/Parcels shall be transferred to the Customer in accordance with EXW Riga basis. Acceptance of the Goods/Parcels for withdrawal shall be performed by number of cargo units. The Customer shall be entitled to file claims related to discrepancies between the amount of Goods/Parcels received and the amount of those considered stored according to the Contractor’s statistic data within 7 business days from the receipt of cargo units. In order to withdraw the cargo units from warehouse the Customer’s representative shall provide a power of attorney entitling such representative to act on behalf of the Customer with regard to the Goods/Parcels. A warehouse receipt confirming transfer of the Goods/Parcels shall be composed and signed by the Contractor/Warehouse operator at the moment of transfer of cargo units.
  • 3.4.3. Should the Contractor receive information on order from a Consumer with respect to a Parcel or a piece of Goods, or several Parcels/pieces of Goods stored at the fulfillment warehouse, the Contractor shall perform following actions:
  • 3.4.3.1. Pack respective piece of Goods into an individual shipping package (in case Order refers to a piece of Goods);
  • 3.4.3.2. Consolidate pieces of Goods into a single package (if applicable);
  • 3.4.3.3. Weight and label the packages/ Parcels with information necessary for delivery to the Consumer (name of Consumer, address, weight of package);
  • 3.4.3.4. Appropriate the packages/ Parcels for shipment to the Consumer;
  • 3.4.3.5. Hand over packages/ Parcels to the delivery agent, remaining responsible for Packages in accordance herewith.
  • 3.4.4. Customer hereby accepts and agrees that the Contractor may consolidate Goods within one Consumer’s Order into several packages.

3.6. Inventory

  • 3.5.1. Inventory may be performed as full screening or partial inventory.
  • 3.5.2. Full screening inventory shall be made on a yearly basis. Exact inventory dates will be agreed by the Contractor at the Customer's request sent to the Contractor at least one month before the inventory date. The Contractor will notify the Customer of results of such inventory and send an inventory report specifying any shortage or surplus of the Goods/Parcels revealed upon such inventory. The report may be sent to the Contractor by e-mail, via Client web interface or by API.
  • 3.5.3. Partial inventories may be made both upon agreement of the Parties and at the initiative of either Party to the Contract.
  • 3.5.4. Should an inventory be initiated by the Customer, it shall provide the Contractor with respective request at least one week before the inventory date. The inventories may not be performed more than once in 3 months. Upon agreement of the Contractor, the Customer’s authorized representative may be present during such inventory
  • 3.5.5. All inventories shall be performed at the expense of the Customer. As agreed with the Contractor, a representative of the Customer can be present during spot inventory (no more than one representative).
  • 3.5.6. No Goods/Parcels may be accepted to the fulfillment warehouse during full screening inventory.
  • 3.5.7. The Customer may file claims regarding the inventory results within 7 business days from the inventory report date. No claims regarding the inventory results shall be considered upon expiration of the said term.

4. Liability for loss of or damage to the Goods/Parcels

4.1. The Contractor will be liable for financial damage caused to the Customer due to the loss of, shortage of or damage to Goods/Parcels during the term of the Agreement, except in cases where loss, shortage or damage were caused by force majeure or Goods/Parcels properties, which the Contractor was not and could not have been aware of during the acceptance of the Goods/Parcels. Parties hereby specifically agree that reimbursement for lost and/or damaged Goods/Parcels may only be performed upon receipt of respective claim from the Customer; the amounts of compensation shall be specified in the Electronic report composed upon each Reporting period.

4.2. In case of loss of, damage to or shortage of the Goods/Parcels the Contractor shall refund the value of lost and / or insufficient Goods to the Customer in the amount of the declared value. If the cost of one unit of transferred Goods/Parcels specified in the exceeds USD 1000 , the Parties will additionally agree the transfer of such Goods/Parcels by e-mail.

4.3. The Contractor is entitled to request documents from the Customer confirming the actual value of Goods. The declared value shall not exceed the actual value of Goods confirmed by respective documents. Such documents may take the form of any documents of the Customer that confirm the purchase price or the cost of production of the Goods, if the Customer is a producer of Goods.

4.4. The refund amount may not exceed the actual value of Goods/Parcels. The declared value exceeding the actual value of Goods/Parcels as indicated by the Customer shall be considered as substantial breach of the Agreement and constitute cause for repudiation of the Agreement.

4.5. Liability of the Contractor for the loss, shortage of or damage to the Goods/Parcels after a package is formed shall be capped by the declared value of the respective Package.

4.6. The Contractor shall not be liable for any damage or loss of Goods/ Parcels that occurred before the Customer transferred them to the former.

4.7. The Contractor shall not be liable for any failure to perform hereunder in any of the following cases:

  • 4.7.1. failure to perform resulted from the Customer's actions and/or omissions;
  • 4.7.2. failure to perform resulted from actions of state bodies, local governments or officials of these bodies, except for the cases when Contractor or its subcontractors had violated applicable laws and/or regulations.
  • 4.7.3. the Customer shall liable for delays in inbound operations caused by its actions and/or omissions. Should the Contractor be charged with any counter-stale costs, demurrage or other amounts due to actions and/or omissions of the Customer, the Customer shall reimburse such amounts to the Contractor upon written claim of the latter.

5. The Contractor shall bear risks described here above until respective Package is delivered to the Consumer. Nonetheless, should a Package be damaged or lost during its transportation, parties hereby agree that the amounts paid by a Consumer shall be reimbursed to the latter at the expense of the Customer, which shall grant the latter with recourse claim right with regard to all the amount of the reimbursement provided to such Consumer. The reimbursement shall be performed in accordance with clause 4.2. hereof.

 

Annex 4.1

to the Agreement on Bringly services

phase

Process

Platform

Merchants

FBY FM

FBY WH

Notes

1

Preparation of the goods

10 days before departure

a.

Contract preparation and sign

b.

Submit list of SKUs (see Sample 1)

Use the SKU codes identified on platform, and should be differed to each color/size, etc. Sensitive goods should be clarified.

c.

Confirm list of SKUs and provide BOX IDs

To check if goods info is well prepared and all items are allowed for transportation and customs clearance. Correct HS codes.

d.

Packing of products, and appropriately label each SKU barcodes (see Sample 2)

The product package with SKU on each parcel that will be directly delivered to buyer end.

e.

Pack parcels into consolidated bags/boxes and label each pack properly with packing list as required. (see Sample 3)

Each SKU should be packed into a separate bag/box, barcoded same as each included item + qty. After that bags/boxes could be consolidated into a bigger one according to packing list

2

Processing goods at FBY First Mile warehouse

5 days before departure

a.

Deliver cartons to appointed FBY FM warehouse

Platform informs merchants the warehouse address and contact. Pickup service is also available.

b.

Check exterior packing of each carton upon acceptance

Any damaged packing should be reported both to sender in 24 hours before next step.

c.

Proceed to X-Ray inspection of each carton

Hold and reject of prohibited items.

d.

Scan BOX ID and confirm receival

e.

Randomly select some boxes and check the inner items

If any exceptions, hold the goods at “on-hold” area, and wait for next step notification.

f.

Weight the box and calculate dimensions

g.

Prepare Air/Sea export formalities

Platform and merchants are responsible for providing relevant declaration information.

3

Goods in transit to FBY oversea bonded warehouse

Arrival in 5 days by Air Arrival in 35 days by Sea

a.

Processed with import customs clearance formalities

Contract should be signed in advance.

b.

Check goods exterior packing upon arrival at bonded WH

c.

Scan each Box ID barcode

d.

Scan each SKU barcode and weight

e.

List in-stock items and report to platform then to merchants

To report if any discrepancies.

f.

Platform generates order lists to WH

Only orders have SKU stocks.

g.

Scan product SKU to be taken off the shelves according to order list

As well as the inventory updates.

h.

Print and stick the LM shipping label and weigh each item

Weigh after item labeled.

i.

Scan each tracking code and proceed out-warehouse

Follow the guidance from LM (PO/Courier).

j.

Platform updates tracking codes into online order management system

Merchants should be aware of the processed orders.

Sample 1- SKU list.

Sample 2 – Packing of products. Each item size is not less than 150*100 mm.

Sample 3 – Consolidate packaging.

 

Annex 5

to the Agreement on Bringly services

COST OF BRINGLY SERVICES

Cost of Bringly Services (Services) for reporting period shall be calculated aggregately in accordance herewith as combination of the following components:

S = CPA + FF + D + LV,

where S – means the total cost of Services,

  • 1. CPA – means Service fee per order of product offers placement
  • 1.1. CPA amount shall be calculated as follows: total amount of cashless payments accepted by the Contractor in favor of the Customer is multiplied by the CPA rate; the result is rounded up to whole cents in accordance with the rules of arithmetic; the calculated amount of remuneration is summed up with similarly calculated amounts of remuneration for payments accepted by the Contractor in favor of the Customer during the reporting period.
  • 1.2. The applicable CPA rate shall be specified in the Client web interface.
  • 1.3. The total amount of the Service fee per order of product offers placement (CPA) charged for the Reporting period shall be specified in the Report for the reporting period.
  • 2. FF – Processing fee per order of cashless payments processing and transfer
  • 2.1. FF amount shall be calculated on the basis of the prices initially attributed to the respective Goods by the Customer, without any markups as the case may be. Prices of all of such Goods within one respective Order are multiplied by the FF rate; the result is rounded up to whole cents in accordance with the rules of arithmetic; the calculated amount of remuneration is summed up with similarly calculated amounts of remuneration for payments accepted by the Contractor in favor of the Customer during the reporting period.
  • 2.2. The mere fact of receipt of the amount from a Consumer for an Order shall constitute basis of accrual of FF.
  • 2.3. In case of application of FF component of the Services the prices of the Goods displayed at Service shall be increased by the markup equal to the FF rate by virtue of clause 4.15 of Annex 1 of the Agreement.
  • 2.4. The applicable FF rate shall be specified in the Client web interface.
  • 2.5. The total amount the Processing fee per order of cashless payments processing and transfer (FF) charged for the reporting period (if applicable) shall be specified in the Report for the reporting period.
  • 2.6. Parties may agree that cost of processing and transfer of cashless payments may be included into CPA rate and be not charged separately, which may be expressly stipulated in the Client web interface. Should this be the case the Processing fee (FF) shall not be charged separately and the respective markup to the prices of Goods shall not be applied.
  • 3. D – Delivery fee per order according to special delivery tariffs
  • 3.1. Organization of the Customer’s Goods delivery to Consumers shall be charged to the Customer in accordance with the tariffs specified in the Client web interface. Tariffs shall apply to each Order made by a User. Total cost of organization of delivery shall be calculated in accordance with the quantity of Orders made by Consumers within the reporting period.
  • 3.2. Should the delivery fee (D) be charged to the Customer, its cost shall be accrued upon delivery of respective Order to the Shipment warehouse. In case any of the Goods purchased by Consumers in one reporting period are delivered to them in another reporting period, the amounts received from Consumers shall be transferred to the Customer without deduction of Delivery fee (D) with regard to such Goods, in accordance with Annex 2 to the Agreement, and the Delivery fee (D) hereunder shall be withheld from the amounts received from Consumers in the following reporting period.
  • 3.3. Refunds to Consumers in accordance with Annex 3. to the Agreement (regardless whether full or partial) shall not constitute good cause for recalculation of cost of Delivery fee (D) with regard to respective Orders, unless such refunds are made due to improper delivery of the Goods to Consumers.
  • 3.4. The total amount the Delivery fee per order of delivery according to special delivery tariffs (D) charged for the reporting period (if applicable) shall be specified in the Report for the reporting period.
  • 3.4.1. The Contractor shall reserve the right to issue a separate Report and/or invoice for the respective amount of Delivery fee which shall be paid by the Customer in 7 banking days from its date.
  • 3.4.2. Should the invoice issued by virtue of the previous clause remain overdue for more than 15 business days, the Contractor has the right to suspend the performance under the Agreement until the Customer settles the existing debt.
  • 3.4.3. The Contractor is entitled to set off the amounts due under such invoice against amounts due to the Customer, without prior request.
  • 3.5. Parties may agree that the cost of organization of delivery of the Goods may be included into CPA rate and be not charged separately, which may be expressly stipulated in the Client web interface. Should this be the case the tariffs specified in the Client web interface shall not be applied and charged separately.
  • 4. LV – Low value order delivery fee
  • 4.1. Parties may establish a threshold for provision of free delivery of Orders to a Consumer. Should the Parties agree on applicability of such threshold, the Contractor reserves the right to amend the threshold sum.
  • 4.2. Should such threshold be applicable and the amount of Order be less than the threshold, a low value Order delivery markup may be charged to Consumer, being displayed separately from the cost of purchased Goods.
  • 4.3. Parties may specifically agree whether low value order delivery fee should be transferable to the Customer, which shall be respectively specified in the Client web interface.
  • 4.4. The mere fact of receipt of the amount from a Consumer for an Order shall constitute basis of accrual of LV.
  • 4.5. The total amount of the Low value order delivery fee (LV) charged for the reporting period (if applicable) shall be specified in the Report for the reporting period.
  • 5. For avoidance of doubt, the obligation of the Customer to pay for the Services and calculated on the basis of CPA, FF and LV components shall arise at the moment when the respective amount of cashless payments from Consumers is credited to the Contractor’s bank account.
  • 6. Parties hereby agree that remuneration for Bringly services specified includes all costs and costs of the Contractor, thus the said expenses are not subject to additional compensation by the Customer; and the Contractor shall not take into account the said expenses separately from its other expenses, and shall not provide the Customer with confirmation of the amount of expenses incurred in order to render services under the Agreement.

 

Annex 6

to the Agreement on Bringly services

SERVICE LEVEL AGREEMENT

Customer’s product offers can be removed from Bringly Service by Contractor at its discretion without notice in the event of one or more of the following clauses:

- The Customer did not handled a test purchase properly

- The Customer deliberately uploaded a double set of Product offers to Bringly Database

- The Customer failed to support a valid integration with Bringly Database and Bringly Service

- The Customer provided Goods of inadequate quality, restricted Goods, counterfeit Goods

- The Customer steadily displayed a significant order cancelation rate and/or consumer claims

- The Customer repeatedly failed to comply with SLA timing

 

Annex 7

to the Agreement on Bringly services

APPLICATION FORM

Customer’s application № 1101

Date: 25.09.2018

I. Customer’s Details:

  • Company name in English (as in incorporation documents): ___________________
  • Company name in local language (as in incorporation documents): ___________________
  • Company name to be placed in the Service (trademark, brandname, etc): ___________________
  • Company register id number (if applicable): ___________________
  • Company legal address (registered address as in incorporation documents): ___________________
  • Company business address (actual, mailing address): ___________________
  • Full name of company representative (signer of the documents): ___________________
  • His/her registered address of residence: ___________________
  • His/her ID card (passport) number: representativeAddress text
  • Contact person full name (document exchange and other issues): ___________________
  • Contact person E-mail: ___________________
  • Contact person phone number: ___________________

II. Customer’s bank account details:

  • Bank name: ___________________
  • Bank address: ___________________
  • Account number: ___________________
  • SWIFT: ___________________

III. Customer whose details are specified above represented by ___________________ hereby provides to Yandex Europe AG (Place of business: Werftestrasse 4, 6005 Luzern, Switzerland; Registration number: CH-020.3.037.433-6) irrevocable offer to enter into Agreement on Bringly services on terms available at https://yandex.com/bringly_service_agreement; irrevocable offer to enter into Agreement on promotion of Bringly service on terms available at https://yandex.com/legal/bringly_service_promotion. The Customer hereby confirms that it has read the said Agreements, agrees with them and intends to be legally bound by them upon acceptance of this offer by the Contractor.

IV. Login of the Customer at the Client web interface shall be as follows: _________. The Customer hereby accepts and agrees that any an all actions made by means of the said account (as well as by means of respective sub-accounts as the case may be) shall be considered made by the Customer and/or upon its unconditional consent. The Customer shall be responsible for any of such actions and shall be legally bound by Agreements specified in section III hereof.

Signature: ___________________