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AIMS ANNEX: GHANA
This is an old version of the document, which expired on January 22, 2021. The current version is available at: https://yandex.com/legal/yango_aims_annex/#index__ghana_en.
1. GENERAL PROVISIONS
1.1. This AIMS Annex apply to the relevant Advertising, Informational, and Marketing Services Agreement (the ‘Agreement’) which provides for that the AIMS Annex is incorporated therein by reference.
1.2. By entering into the Agreement, the Counterparty consents to be bound by the AIMS Annex without any additional formalities (including without limitation without signing the AIMS Annex or receiving a printed copy of the AIMS Annex).
1.3. Yango may amend the AIMS Annex when considers necessary without the Counterparty’s consent and, notwithstanding anything to the contrary, such amended AIMS Annex shall be binding on the Counterparty when they are made available via an Electronic Notice.
1.4. Capitalised words and expressions that are not defined in the AIMS Annex shall have meanings attached to them in the Agreement, the General Terms, and the E-Service Agreement and in the absence of such meaning the provisions of Clause 1.3 of the General Terms shall apply.
1.5. The AIMS Annex is made in English and in the Country Language. In case of any discrepancies, the English version shall prevail.
2. AMENDMENTS OF AND ADDITIONS TO THE AGREEMENT
2.1. This section contains provisions that amend, disapply, and (or) supplement the existing provisions the Agreement. Unless otherwise expressly provided for in this section, the relevant provision shall be deemed to supplement (for the avoidance of doubt: not to amend or disapply) the Agreement.
2.2. Clause 1.1.7 of the Agreement: Additional criteria which an Approved Vehicle shall satisfy:
2.2.1. it is actually used to render Transfer services at least 72 hours per calendar week (from midnight on Mondays to 11:59 p.m. on Sundays);
2.3. Clause 4.4.4 of the Agreement: the number of Approved Vehicles that are actually used to provide Transfer services at any time during any Reporting Period shall be equal to or more than eighty (80) per cent of all Approved Vehicle of the Counterparty.
2.4. Section 6 of the Agreement (‘AIMS Fee’):
2.4.1. Provided that the amount of the AIMS Fee due to the Counterparty in a relevant Reporting Period is equal to or exceeds the one hundred (100) units of the Currency, Yango shall transfer such amount within this Reporting Period.
2.4.2. The Counterparty shall, by the end of the fifth (5th) business day of a Reporting Period, send an Electronic Notice containing an electronic report (that is a scanned PDF copy of a signed hard copy report) with regard to the Advertising and Marketing Services (i) rendered pursuant to the Agreement in the immediately preceding Reporting Period, or, if agreed by the Parties via an Electronic Notice, (ii) to be rendered pursuant to the Agreement in the upcoming Reporting Period or Reporting Periods. The template electronic report is attached as Schedule 1 to the AIMS Annex.
2.4.3. If, within thirty (30) calendar days from the date of the electronic report, the Counterparty has not received from Yango an Electronic Notice with Yango’s approval of or objections to the electronic report, then:
(a) Yango shall not be deemed (i) to have accepted and agreed with the content of the electronic report and (ii) to have confirmed that the Advertising and Marketing Services rendered in a relevant Reporting Period in all respects satisfy the Agreement,
(b) the Counterparty shall immediately send again to Yango an Electronic Notice with the relevant electronic report, and
(c) the Counterparty shall not issue an invoice with regard to the relevant Advertising and Marketing Services.
2.4.4. Provided that Yango has approved the electronic report by an Electronic Notice, the Counterparty shall send to Yango by an Electronic Notice containing an invoice with regard to the approved Advertising and Marketing Services. The template invoice is attached as Schedule 2 to the AIMS Annex.
2.4.5. Notwithstanding anything to the contrary in the Agreement, no payment of the AIMS Fee with regard to the Advertising and Marketing Services shall be due to the Counterparty until:
(a) the Counterparty has delivered to Yango the electronic report that fully complies with the Agreement and Schedule 1 to the AIMS Annex,
(b) Yango has approved the electronic report by an Electronic Notice,
(c) the Counterparty has delivered to Yango the invoice that fully complies with the Agreement, Schedule 2 to the AIMS Annex, and the electronic report, and
(d) there is no outstanding electronic reports and (or) invoices (whether (i) undelivered or untimely delivered for any reason, or (ii) otherwise uncompliant with the Agreement, the AIMS Annex, or Schedule 1 or Schedule 2 to the AIMS Annex) for any past Reporting Periods.
2.4.6. Yango shall make a payment to the Counterparty pursuant to the compliant invoice within fifteen (15) days as of the date of receipt of an Electronic Notice containing such invoice.
2.4.7. If in any Reporting Period the Counterparty has failed for any reason to comply, whether materially or not, with more that fifty per cent of the Requests received in this Reporting Period, which includes the Requests to which a Discount has been applied, then:
(a) the AIM Services shall be deemed not rendered in their entirety in that Reporting Period,
(b) the AIMS Fee shall not be payable to the Counterparty in that Reporting Period, and
(c) no electronic report shall be executed by the Parties.
2.4.8. if the Counterparty and (or) its Driver has acted in a way that gives Yango a right to terminate the E-Service Agreement, the Agreement, and (or) suspend or terminate access to the Service, then any Request tainted by such acts of the Counterparty and (or) its Driver shall be disregarded for the purposes of calculation of the AIMS Fee and shall count towards the number of Requests that have not been complied with by the Counterparty (Clause 2.4.7 of the AIMS Annex). In the Counterparty Account such Request will be marked as ‘bad’ (or any equivalent identification) and such Driver will be marked as ‘fraudster’ (or any equivalent identification).
2.4.9. If at any time for the purses of the Agreement Yango needs to determine the conversation rate of the Currency into the Country Currency or vice versa, then Yango shall apply the Official Rate.
2.4.10. The AIMS Fee for the Informational Services rendered in a Reporting Period with regard to a relevant Request shall be calculated in the Country Currency as follows:
B multiplied by (X minus Y), where
(a) ‘B’ shall mean the value amounting to ‘1.00’;
(b) ‘X’ shall mean a variable value automatically determined by the Service on a discretionary basis with reference the particulars of a relevant Request (including without limitation the pick-up location, time of day, day of the week etc), which Request has been fully completed and complied with in Accra;
(c) ‘Y’ shall mean the value amounting to the Transfer Fee (in the Country Currency) for a relevant Request, which Request:
i. has been fully completed and complied with in Accra during a relevant Reporting Period, and
ii. relates to the ‘Economy’ tariff.
(d) In all cases when the value of ‘Y’ is equal to or exceeds the value of ‘X’, the AIMS Fee for the Informational Services with regard to a relevant Request shall be deemed to be equal to zero (0).
2.4.11. The AIMS Fee with regard to the Advertising and Marketing Services listed in Clause 4.1(a),(b) of the Agreement in a Reporting Period shall be calculated in the Country Currency as follows:
B multiplied by (Z plus A), where
(a) ‘B’ shall mean the value amounting to ‘1.00’;
(b) ‘Z’ shall mean the value amounting to the cumulative monetary amount in the Country Currency of Discounts granted by the Counterparty in a Reporting Period;
(c) ‘A’ shall mean the value of an additional fee of the Counterparty (in the Country Currency) which may be discretionary determined by Yango on a case by case basis for the Counterparty’s various activities which include without limitation maintaining and increasing Users’ loyalty, increasing the number of available Vehicles connected to the Service, improving Users’ satisfaction and other relevant activities.
2.4.12. The AIMS Fee with regard to the Advertising and Marketing Services listed in Clause 4.1(c) of the Agreement shall be agreed by the Parties via an Electronic Notice.
Date of publication: June 3, 2019