ADVERTISING, INFORMATIONAL, AND MARKETING SERVICES AGREEMENT
Yango (as defined below), and
the Counterparty (as defined below),
have agreed as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. In this agreement the following capitalised words and expressions shall have the following meanings:
1.1.1. ‘Advertisements’ shall mean text and (or) any graphical materials (including pictures, photos, other illustrations) intended to attract attention to, generate, or maintain interest in the Yango brand and (or) the Yango services. Advertisements qualify as PIM for the purposes of the E-Service Agreement.
1.1.2. ‘Advertising and Marketing Services’ shall mean the services as listed in Clause 4.1 of the Agreement.
1.1.3. ‘Agreement’ or ‘AIMS Agreement’ shall mean this Advertising, Informational, and Marketing Services Agreement entered into by and between Yango and the Counterparty.
1.1.4. ‘AIMS Fee’ shall have the meaning attached to this term in Clause 6.1 of the Agreement.
1.1.5. ‘AIM Services’ or ‘AIMS’ shall have the meaning attached to this term in Clause 2.1 of the Agreement.
1.1.6. ‘AIMS Annex’ shall mean a document which bears in its title expression ‘AIMS Annex’ and the most recent version of which is available on-line at the Counterparty Account. The AIMS Annex is incorporated into the Agreement by reference and constitutes an integral part of the Agreement. The AIMS Annex may change, supplement, and (or) disapply any provisions of the Agreement and the General Terms.
1.1.7. ‘Approved Vehicle’ shall mean the Counterparty’s Vehicle which:
(a) has been approved by Yango as an Approved Vehicle via an Electronic Notice;
(b) moves in the territory of the Country with a purpose of rendering Transfer services; and
(c) meets all additional criteria as may be defined in the AIMS Annex.
1.1.8. ‘Counterparty’ shall mean a company or individual who has accepted the terms and conditions of the Contractual Framework Agreement and provided its details to Yango via the E-Platform.
1.1.10. ‘Discount’ shall mean a discount on the Transfer Fee which discount becomes effective after a Promo Code Activation.
1.1.11. ‘General Terms’ shall mean a document available on-line at https://yandex.com/legal/yango_general_terms. The General Terms are incorporated into the Agreement by reference and constitute an integral part of the Agreement.
1.1.12. ‘Information’ shall have the meaning attached to this term in Clause 3.2 of the Agreement.
1.1.13. ‘Informational Services’ shall mean the services as listed in Clause 3.1 of the Agreement.
1.1.16. ‘Promotional Activities’ shall mean various activities taken by Yango pursuant to the Agreement and intended to increase the accessibility and the quality of the Service, to promote and to increase the number of active Users of the Service in the territory of the Country.
1.1.17. ‘Yango’ shall mean the company that is defined pursuant to the Country Terms.
1.2. Capitalised words and expressions that are not defined in the Agreement, shall have meanings attached to them in the General Terms, the E-Service Agreement, the Country Terms, or the AIMS Annex and in the absence of such meaning the provisions of Clause 1.3 of the General Terms shall apply. Unless the context requires otherwise, the references to the ‘Agreement’ in the abovementioned documents shall be construed as references to this Agreement.
2. AIM SERVICES
2.1. The Counterparty undertakes, in consideration for the AIMS Fee, to perform, or procure the performance of, various activities aiming to support or assist Yango with the Promotional Activities (jointly, the ‘AIM Services’ or ‘AIMS’):
2.1.1. Informational Services; and
2.1.2. Advertising and Marketing Services.
2.2. The Counterparty may engage any person to render the AIM Services, while remaining liable for that person’s actions as if they were its own.
2.3. Yango shall procure availability of the Statistical Data relevant to the Agreement at the Counterparty Account.
3. INFORMATIONAL SERVICES
3.1. Informational Services shall include without limitation:
3.1.1. collection, summarisation, and provision of data on the Counterparty’s Vehicles that are engaged in performance of Requests:
(a) unique ID numbers (as assigned by the Service),
(b) specific requirements mentioned in a Request (if any) that the Vehicle shall satisfy,
(c) estimated time (in minutes) of travel and distance (in kilometres) to the pick-up location by the shortest route taken into consideration traffic conditions,
(d) estimated time (in minutes) of travel and distance (in kilometres) from the pick-up location to the destination location by the shortest route taken into consideration traffic conditions,
(e) status data (shall be transferred continuously),
(f) location data (GPS tracks) (shall be transferred continuously);
3.1.2. collection, summarisation, and provision of data on Requests received by the Counterparty:
i. the tariff category (e.g., economy, comfort, other);
ii. the pick-up location (geographical coordinates and the relevant address);
iii. a User’s comments (if any);
iv. the payment method (directly to a Driver or a cashless payment);
3.1.3.other informational services as may be provided for in the AIMS Annex, and (or) the Country Terms, and (or) agreed by the Parties in an Electronic Notice or a Written Notice.
3.2. The Counterparty shall, continuously during the term of the Agreement, submit to Yango the information that is relevant to Section 3 of the Agreement (the ‘Information’), including without limitation Drivers’ Personal Details and copies of passports, licenses, permits, authorisations.
3.3. Yango may use the Information, including without limitation location data (GPS tracks) in any Yango’s and its Affiliates’ services, software applications, and activities in any ways without restriction.
3.4. The Counterparty guarantees and warrants to and assures Yango that:
3.4.1. the Information is free from any rights and claims of any person;
3.4.2. the submission of the Information to Yango, the content of the Information, and the use, as permitted by the Agreement, of the Information by Yango, is not and will not:
(a) violate any rights of any person,
(b) breach the Country Law, and (or)
(c) entail an obligation for Yango to provide any consideration to any person;
3.4.3. the Information and any documents, as provided for in the Country Terms, will be up-to-date and accurate in all respects at all times; and
3.4.4. if required by the Agreement and (or) the Country Law, it has received written consents from Drivers or other persons for provision of the Information to Yango, and will immediately provide copies of such consents upon an Electronic Notice from Yango.
3.5. When requested by Yango via an Electronic Notice, the Counterparty shall provide to Yango the requested Information and (or) documents within the period specified in the relevant Electronic Notice.
3.6. Any dealings by the Parties with Personal Details of any individuals shall comply with the provisions of the Data Processing Agreement.
4. ADVERTISING AND MARKETING SERVICES
4.1. Advertising and Marketing Services shall include without limitation:
(a) production and (or) distribution of Coupons among Users with an aim to generate and maintain Users’ interest to the Yango brand and (or) the Yango services;
(b) procuring that a valid Discount is not denied to a User who has performed a Promo Code Activation;
(c) displaying, or procuring and arranging the display, of the Advertisements:
i. on the Approved Vehicles,
ii. inside and (or) outside the office premises of the Counterparty,
iii. in the Internet,
iv. on radio,
v. in public places, and (or)
vi. in other places;
(d) promoting the Service among and engaging drivers who are not using the Service for Drivers;
(e) other advertising and marketing services as may be provided for in the AIMS Annex, and (or) the Country Terms, and (or) agreed by the Parties in an Electronic Notice or a Written Notice.
4.2. The details of the Advertising and Marketing Services, including timing and scope, are agreed by the Parties via Electronic Notices.
4.3. Yango shall:
4.3.1. if a Discount of a specified value shall be granted to a User, communicate this information via a Request (which has a ‘coupon’ or any equivalent status) or otherwise;
4.3.2. if Coupons are to be distributed, provide the Counterparty with relevant Coupons;
4.3.3. if Promo Codes are to be distributed, provide the Counterparty with relevant Promo Codes;
4.3.4. if Advertisements are to the placed, provide the Counterparty with relevant Advertisements in a format suitable for the Counterparty’s Vehicles and compliant with the Country Law.
4.4. The Counterparty shall:
4.4.1. ensure that its Approved Vehicles are in a fit and proper (which shall mean clean, accurate, and undamaged) condition, which includes without limitation the following parts of a Vehicle:
(a) body (including paint and roof etc),
(b) windows and mirrors,
(d) passenger seats, and
(e) safety belts.
4.4.2. within two (2) business days from the Effective Date, provide to Yango for review a list of Vehicles which meet the criteria of an Approved Vehicle;
4.4.3. unless otherwise has been agreed by the Parties via Electronic Notices, affix Advertisements on all Approved Vehicles within ten (10) calendar days from the Effective Date and do not remove such Advertisements for a period of two (2) months calculated from the date when the relevant Advertisements have been affixed to the last of Approved Vehicles. For the avoidance of doubt: Yango has no duty to assist the Counterparty with affixing Advertisements or removing them;
4.4.4. ensure that the number of Approved Vehicles that are actually used to provide Transfer services at any time during any Reporting Period meets the target determined pursuant to the AIMS Annex;
4.4.5. comply with its duties with regard to PIM as provided for in the E-Service Agreement;
4.4.6. during the entire period when Advertisements affixed to and (or) available in Approved Vehicles, refrain from displaying on and (or) making available in the Counterparty’s Approved Vehicles (including the light box, body, cabin) any promotional and informational materials other than the materials about the Counterparty and its service and materials required by the Country Law;
4.4.7. ensure that affixture and displaying of Advertisements comply with the Country Law (including without limitation relevant technical regulations and standards) and present no danger to traffic safety (including without limitation a Driver’s view is not obstructed or otherwise limited); and
4.4.8. upon Yango’s Electronic Notice, deliver an Electronic Notice on the number Approved Vehicles bearing Advertisements.
5.1. The Agreement shall be effective from the Effective Date.
5.2. The term of the Agreement shall be one (1) calendar year as of the Effective Date.
5.3. Unless a Party notifies the other Party by a Written Notice that it objects any extension of the term of the Agreement at least thirty (30) calendar prior to the expiration of the relevant term, the relevant term of the Agreement shall be automatically extended for a period of one (1) calendar year. The term of the Agreement is extended annually on a recurrent basis and requires no execution of any supplement to the Agreement by the Parties.
6. AIMS FEE
6.1. Yango undertakes, subject to the Counterparty’s compliance with the Agreement, to pay a fee for the AIM Services (the ‘AIMS Fee’) pursuant to the terms of the Agreement.
6.2. The AIMS Fee:
6.2.1. shall be calculated pursuant to the AIMS Annex;
6.2.2. shall be based exclusively on data that is the Statistical Data;
6.2.3. shall include all the applicable taxes, charges, duties and (or) other payments to be calculated in accordance with the tax laws of the Counterparty country of incorporation (if applicable);
6.2.4. shall be transferred by Yango to the Counterparty without withholding of any taxes, charges, duties and (or) other payments in accordance with the Law.
6.3. Yango may, if considers necessary and reasonable, pay the AIMS Fee in advance.
6.4. Each Party shall be liable for calculation and payment of its taxes in accordance with the applicable tax laws in force.
6.5. Yango shall make payments within a respective Reporting Period unless otherwise provided for in the AIMS Annex.
6.6. Yango shall be deemed to have discharged its obligation to pay the AIMS Fee from the date when the respective monetary amount is debited from Yango’s settlement account.
6.7. If requested by Yango via an Electronic Notice, or if required by Law and (or) Country Law, or if required for the currency control, accounting, and (or) any other legitimate purposes, the Counterparty shall issue an invoice for the relevant AIMS Fee.
7. ASSISTANCE BY YANGO
7.1. Yango may:
7.1.1. deliver to the Counterparty an Electronic Notice with details of Yango representatives (including full name, phone number, e-mail etc) who are authorised to advice Drivers and give them recommendations with regard to the best practices of provision of the AIM Services; and (or)
7.1.2. deliver to the Counterparty an Electronic Notice with details of locations where:
(a) the Yango service is available,
(b) Drivers have higher chances of receiving Requests, and (or)
(c) it is advisable for Drivers to remain in the absence of Requests.
8.1. Governing law. The Agreement and any non-contractual obligations arising out of or in connection with the Agreement shall be governed by and construed in accordance with law of the Netherlands, without regard to its conflict of law provisions.
8.2. Dispute resolution. The Netherlands Arbitration Institute (hereinafter referred to as the ‘NAI’) shall have the exclusive jurisdiction to finally settle all Disputes between the Parties arising in connection with the Agreement in accordance with the Arbitration Rules of the NAI (hereinafter referred to as the ‘Rules’). Further details on the Dispute resolution are provided in the General Terms.
9. FINAL PROVISIONS
9.1. By accepting the terms and conditions of this Agreement and (or) acting upon such terms and conditions, the Parties:
9.1.1. acknowledge and confirm that they have received, read, and understood all provisions incorporated in the Agreement, including without limitation the E-Service Agreement, the General Terms, the Country Terms, the AIMS Annex, the Data Processing Agreement, and the Code of Business Ethics and Conduct in their entirety; and
9.1.2. acknowledge and agree to be bound by the provisions of the Agreement, including without limitation the E-Service Agreement, the General Terms, the Country Terms, the AIMS Annex, the Data Processing Agreement, and the Code of Business Ethics and Conduct in their entirety.
Date of publication: June 3, 2019