BRINGLY SERVICE PROMOTION AGREEMENT
Date of placement: 01.02.2019
Effective Date: 01.02.2019
1. Terms and Definitions
1.1. Agreement, Service Promotion Agreement - this Service Promotion Agreement between the Contractor and the Customer entered into in the manner specified in cl. 2.4 of the Agreement.
1.2. Campaign means an event the Customer holds to promote the Service and increase the number of active Users of the Service. the Customer will determine Promotion terms and dates at own discretion.
1.3. 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.
1.4. Contractor - 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.
1.5. Customer (Client) - Yandex E-commerce Limited, private company limited by shares (Place of business: Level 09, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong; Company registration №: 2737825).
1.6. Discount means a discount for the Contractor’s Goods granted to the Consumer in the amount defined by the Customer when the User places an Order using the tools of the Service. The discount can be granted in the amount not exceeding the cost of a product.
1.7. Effective date – the day the Agreement becomes legally binding the Contractor provides the Customer with a notice of offer acceptance in accordance with clause 2.2.4. hereof.
1.8. 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.
1.9. 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.
1.10. Parties – Contractor and Customer referred to jointly. Singular of this term shall mean Contractor or Customer depending on the context.
1.11. Promotion – discount or other benefit provided to Consumer by issuance of a Promotional Code or otherwise. Promotions shall be provided by the Contractor, their terms being established by the Customer.
1.12. Promotional Code means a certain sequence of symbols, which activation grants a Discount to the User, subject to the other terms and conditions of Promotional Code use.
1.13. Reporting period – calendar month.
1.14. Service means website bringly.io and mobile application Bringly constituting hardware and software solutions enabling individuals using these tools to view Product offers, and to enter into respective sale and purchase contracts with the Contractor.
1.15. Service Promotion (Promotion) means services of the Seller specified in cl. 2.1.1 of this Agreement.
1.16. Services – services on Promotion of Bringly service specified in clause 2.1. hereof. Parties hereby specifically agree that the term Services hereunder shall not be equal to the term Bringly services under the Agreement on Bringly Services, unless otherwise specifically stipulated herein.
1.17. 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.
1.18. 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 .
1.19. Consumer – a User who enters into contract of sale and purchase of the Goods with the Contractor.
Unless otherwise expressly provided herein, terms defined herein shall mean the same if used in plural.
The Agreement may use terms, not defined section of the Agreement. In this case, the interpretation of the term shall be in accordance with the text of Agreement on Bringly services available at https://yandex.com/legal/bringly_service_agreement/; should the Katter do not contain specific definition the interpretation of the respective term shall be made primarily in accordance the applicable law, secondarily - as exists (common) on the Internet.
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 Matter of the Agreement. Conclusion of the Agreement
2.1. The Contractor undertakes to render following services to the Customer in order to promote the Service:
2.2. Parties accept and agree that the Customer may establish relevant terms and conditions of promotional actions, as well as terms and conditions of loyalty program, upon its own discretion.
2.3. The Customer undertakes to reimburse the Contractor for all Discounts that the latter grants to Consumers pursuant to the terms and procedures the Parties approved in the Agreement.
2.4. This Agreement shall enter into force and become legally binding at the Effective date of Agreement on Bringly Services available at https://yandex.com/legal/bringly_service_agreement/.
2.5. This Agreement constitutes an inherent part of the Agreement on Bringly Services available at https://yandex.com/legal/bringly_service_agreement/.
3. Obligations of the Parties
3.1. The Customer undertakes to:
3.1.1. Inform the Contractor that is to be granted with a Discount for the purchase of the Contractor’s Goods at the Service, and apply relevant amount of Discount to the Cost of Order within the framework of acceptance of Consumer’s cashless payments pursuant to the Agreement on Bringly Services available at https://yandex.com/legal/bringly_service_agreement/.
3.1.2. Provide the Contractor with an access to the Statistics data on Orders made with the application of a Discount, via Client’s web interface. The Customer hereby disclaims any liability for unavailability of the Statistics data for reasons beyond the Customer’s control.
3.1.3. Reimburse the Contractor for discounts granted in order set forth in Section 4 of the Agreement.
3.2. The Contractor undertakes to:
3.2.1. Grant the Discount to the Consumer for respective Orders in the amount the Customer determines at its own discretion, with no additional fees charged, while the Agreement is valid.
3.2.2. Bear complete sole responsibility for the safety and confidentiality of login details providing access to Client web interface (login and password). All actions performed with the Contractor’s login and password in the Client web interface are deemed to be performed by the Contractor.
4. Cost of Services and Order of Settlements
4.1. The cost of Services rendered under this Agreement is equal to the amount of reimbursable discounts and is calculated as follows:
R = A – B + R-1, whereas
R is the Cost of Services rendered hereunder;
A is the amount of discounts the Contractor granted in the Reporting period;
B is the amount of Discounts applied to Orders, that were subject to refund in the Reporting period jointly with the amount of Discounts applied to Orders made in the previous Reporting period, that were subject to refund in the Reporting period to which the calculation relates;
R-1 is the negative value of R resulted from the previous Reporting period (as the case may be).
4.2. The cost of Services includes all applicable taxes fees or other payments. Should the Contractor be obliged to calculate and pay any tax from the amount received hereunder, it shall do so upon receipt of payment from the Customer, without engaging the latter into such calculation or deduction of the applicable taxes amounts of any sort.
4.3. If R calculated as indicated above is zero or negative, no remuneration in the respective Reporting period will be charged and paid.
4.4. For the purpose of calculation of the cost of Services described above each Discount shall be taken into account separately, and, if nominated in other currency than USD, be converted into USD in accordance with the Russian Federation exchange rate as of the date when an Order with discount was placed by the Customer .
4.5. The Customer reserves the right to change the procedure of calculating the cost of Services described in cl. 4.1 of the Agreement by notice sent to the Contractor at least three (3) calendar days before the changes became effective. The Customer may send such notice via the Client web interface and / or by e-mail specified in the Application sent by the Contractor to the Customer by virtue of Agreement on Bringly Services available at https://yandex.com/legal/bringly_service_agreement/. Should the Contractor disagree with the changes made by the Customer, it may repudiate the Agreement unilaterally by notice sent to the Customer at least fifteen (15) calendar days from the receipt of information on respective amendments.. The Agreement will be deemed to be terminated upon receipt of such notice by the Customer.
4.6. Within 5 business days upon completion of each Reporting period the Customer shall send aggregate Statistic data on the Discounts provided within the Reporting period, as well as other information necessary to calculate the cost of Services rendered hereunder. The information shall be sent as a draft of an electronic report.
4.7. Upon receipt of such information the Contractor shall verify it and send it back to the Customer, to email@example.com, or provide its motivated objections thereto within 5 (five) days from the date of receipt of such information. The cost of Services considered to be provided by the Contractor shall be deemed calculated correctly if, within the said term, the Contractor does not provide the Customer motivated written objections.
4.8. The information on discounts approved and verified by the Contractor which shall constitute proper electronic report, and the basis for payment of the cost of Services due to the Contractor.
4.9. 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.
4.10. The amounts due to the Customer shall be transferred to the latter in accordance with the account details specified in section 7 hereof, provided that the amount due as of the date of anticipated payment exceeds USD 1000. Should the amount payable to the Customer be less than USD 1000 as of the respective Payment date, the amounts due shall be accounted for as of the next day; 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.
4.11. 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.
4.12. All payments (of applicable) shall be paid by the Сustomer in full without deduction of any taxes, fees or other payments.
4.13. The Customer shall be discharged of its obligation to pay for the Services, the said obligation being considered fulfilled, at the date when the respective amounts are debited from its bank account.
4.14. 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.
4.15. The Parties agreed that the cost of Services shall not include Discounts the Contractor may grant to Consumers upon its own discretion, as compensation for negligently formed Orders or otherwise.
5. Term of the Agreement. Amendment of the Agreement
5.1. The Agreement can be cancelled at any time, if the Parties so agree.
5.2. Either Party reserves the right to terminate the agreement unilaterally, providing respective notice to the other Party at least 15 (fifteen) days prior to the anticipated date of termination hereof.
5.3. However, all obligations of the Parties to the Agreement, which by their nature should remain in effect (including, but not limited to the confidentiality and mutual settlement obligations), will survive the expiration of the Agreement.
5.4. Termination of the Agreement on Bringly Services available at https://yandex.com/legal/bringly_service_agreement/ for any cause shall entail termination hereof. Termination hereof shall, respectively, entail termination of the Agreement on Bringly Services available at https://yandex.com/legal/bringly_service_agreement/.
6.1. 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.
6.2. The Customer reserves the right to amend the terms of the Agreement hereto, which are published at https://yandex.com/bringly_service_promotion at any time upon its discretion. In the event the Customer makes changes to the Agreement, such changes come into effect from the moment of placing the amended text of the Agreement at https://yandex.com/bringly_service_promotion, unless another date of entry into force of the amendments is specified in addition to such placement.
6.3. The Customer shall notify the Contractor of the amendments via Client web interface and / or by e-mail.
6.4. The Contractor shall not be entitled to assign its rights under the Agreement to any third party without the Customer’s prior consent.
6.5 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.
6.6. 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.
6.7. The Customer 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.
6.8. 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.
6.9. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns.
6.10. The Customer hereby confirms that it is a rightful legal successor of Yandex Europe AG, and is vested with all rights and bears all responsibilities hereunder from 01 February, 2019. However, amounts due to the Contractor by virtue hereof with respect to Orders that will have been changed into “Delivery” status by 01 February, 2019, shall be accrued and paid to by Yandex Europe AG.
6.11. Should there be any Order subject to application of provisions hereof will not have been changed into “Delivery” status by 01 February, 2019, respective amounts shall be accrued and paid upon the said Orders status change, by the Customer, which shall be reflected in the Electronic report for the next reporting period.
7. Customer’s Details
Yandex E-commerce Limited,
Legal form: private company limited by shares
Place of business: Level 09, 4 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong;
Company registration №: 2737825:
Date of registration in Trade register: 24.08.2018
Bank name: ING Bank N. V
Bank address: Amstelveenseweg 500, 1081 KL Amsterdam, the Netherlands
Previous version of the document: https://yandex.com/legal/bringly_service_promotion/19102018/.