CONTRACTUAL FRAMEWORK AGREEMENT
CONTRACTUAL FRAMEWORK AGREEMENT
Yango (as defined in the Country Terms for a relevant Country), and
Counterparty, an individual or a legal entity, as the case may be, which details have been provided to Yango via the E-Platform,
have agreed as follows:
1. THE AGREEMENT
1.1. The Agreement establishes the procedure and conditions for entering into E-Contracts electronically.
1.2. THE FOLLOWING DOCUMENTS ARE INCORPORATED INTO THE AGREEMENT BY REFERENCE, EACH OF WHICH CONSTITUTES AN INTEGRAL PART OF THE AGREEMENT FOR ALL PURPOSES:
1.2.1. CFA ANNEX,
1.2.2. GENERAL TERMS, AND
1.2.3. DOCUMENTS AND (OR) PROVISIONS REFERRED TO IN OR INCORPORATED BY REFERENCE INTO THE ABOVE AND (OR) THE AGREEMENT.
2. THE E-PLATFORM
2.1. The E-Platform enables Yango to make available to the Counterparty the text of E-Contracts in an electronic form and enables the Counterparty to review, accept, and have access to E-Contracts.
2.2. Any E-Contract available for acceptance to the Counterparty via the E-Platform shall be treated as an invitation to treat, not as an offer.
3. THE E-CONTRACT
3.1. The Parties agree and acknowledge that any E-Contract that has been concluded as provided for in this Agreement shall have the force and effect of a written contract signed by the Parties.
3.2. The Parties agree and acknowledge that when they enter into an E-Contract as provided for in this Agreement, they do it voluntarily and having considered all commercial, financial, legal, tax, and other consequences of entering into a relevant E-Contract (including without limitation each Party has received a professional legal, tax, and any other relevant advice).
3.3. Without prejudice to the provisions of Clause 3.4 of the Agreement, the Agreement does not impose on the Parties a duty to enter into particular contractual relations and does not constitute a promise of any Party to the other Party that it [a Party] will enter into contractual relations with the other Party on or after the Effective Date.
3.4. THE PARTIES AGREE AND ACKNOWLEDGE THAT FROM THE EFFECTIVE DATE THE FOLLOWING E-CONTRACTS ARE ENTERED INTO BETWEEN THEM CONTEMPORANEOUSLY WITH THIS AGREEMENT AND SHALL BECOME BINDING ON THE PARTIES:
3.4.1. E-SERVICE AGREEMENT (INCLUDING RELEVANT COUNTRY TERMS);
3.4.2. ADVERTISING, INFORMATIONAL, AND MARKETING SERVICES AGREEMENT (INCLUDING THE AIMS ANNEX).
3.4.3. Corporate Customer Transfer and Delivery Service Agreement (including annexes, addenda, schedules etc);
3.4.4. The abovementioned agreements are available at: yandex.com/legal/israel
4.1. The Agreement shall be effective from the Effective Date until terminated as provided for in the Agreement.
5. APPLICABLE LAW AND DISPUTE RESOLUTION
5.1. 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 Israel, without regard to its conflict of law provisions.
5.2. Dispute Resolution. The International Chamber of Commerce (hereinafter referred to as the ‘ICC’) shall have the exclusive jurisdiction to finally settle all Disputes between the Parties arising in connection with the Agreement in accordance with the Rules of Arbitration of the ICC (hereinafter referred to as the ‘Rules’). Further details on the Dispute resolution are provided in the General Terms.
6. FINAL PROVISIONS
6.1. The Parties agree to execute this Agreement electronically. By pressing the ‘Agree and Accept’ button the Counterparty:
6.1.1. acknowledges and confirms that it has received, read, and understood all provisions incorporated into the Agreement, including without limitation those referred to in Clause 1.2 and Clause 3.4 of the Agreement, in their entirety; and
6.1.2. acknowledges and agrees to be bound by the provisions of this Agreement, all Annexes to the Agreement as incorporated by reference in Clause 1.2 of the Agreement, and all E-Contracts (including without limitation those listed in Clause 3.4 of the Agreement) in their entirety.
6.2. The Parties agree that the Agreement is deemed to be concluded and binding on the Parties immediately after the Counterparty presses the ‘Agree and Accept’ button.
1. DEFINITIONS AND INTERPRETATION
1.1. In the Agreement the following capitalised words and expressions shall have the following meanings:
1.1.1. ‘Agreement’ or ‘Contractual Framework Agreement’ shall mean this Contractual Framework Agreement entered into by and between Yango and the Counterparty.
1.1.2. ‘CFA Annex’shall mean a document which bears in its title expression ‘CFA Annex’. The CFA Annex is incorporated into the Agreement by reference and constitutes an integral part of the Agreement. The CFA Annex may change, supplement, and (or) disapply any provisions of the Agreement and the General Terms.
1.1.3. ‘E-Contract’ shall mean any contract, agreement etc that, as the case may be, may be entered or has been entered into by and between the Parties on or after the Effective Date through and by means of the E-Platform.
1.1.4. ‘E-Platform’ shall mean a part of the Service (as defined in the E-Service Agreement) which is intended to allow the Parties to enter into and view agreements and (or) contracts electronically at https://yango.yandex.com, at the Counterparty Account, or elsewhere.
1.1.5. ‘General Terms’ shall mean a document available on-line at https://yadex.com/legal/yango_general_terms. The General Terms are incorporated into the Agreement by reference and constitute an integral part of the Agreement.
1.1.6. ‘Registration’ shall mean a provision of information and data by the Counterparty to Yango via the E-Platform.
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 (see clause 3.4 of the Contractual Framework Agreement), or 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. THE E-PLATFORM
2.1. The Counterparty who wishes to access and use the E-Platform shall complete the Registration.
2.2. The terms and conditions with regard to the Service as contained in the E-Service Agreement apply to the E-Platform unless the content of a relevant term or condition is inconsistent with the E-Platform.
2.3. The Counterparty’s rights to access and (or) use the E-Platform and (or) any part thereof are always subject to its full compliance with:
2.3.1. the terms and conditions of this Agreement (including any document or provision referred to or incorporated by reference therein); and
2.3.2. the Country Law.
2.4. The Counterparty shall use the E-Platform only within the limits and in the manner and spirit specified in this Agreement.
3. THE E-CONTRACT
3.1. The Agreement does not preclude the Parties from entering into any contractual relations between themselves by means of executing a written contract on paper or otherwise as may be agreed between the Parties.
3.2. The Parties may also execute the Agreement and (or) any E-Contract as a single hard-copy document signed by both Parties. Each such counterpart shall be deemed an original and all counterparts shall constitute one agreement binding for both Parties.
3.3. Upon Yango’s Electronic Notice, the Counterparty shall, within fourteen (14) calendar days from the date of such Electronic Notice, deliver to Yango a signed original hard copy of any requested E-Contract (including any annexes, addendums, schedules etc) which shall be identical to the electronic copy of such E-Contract.
3.4. The Counterparty has a duty to ensure that:
3.4.1. any E-Contract entered into by the Counterparty with Yango has been entered into by the Counterparty’s chief executive officer or any other officer or employee that has full power and authority to enter into binding contracts on behalf of the Counterparty; and
3.4.2. before entering into any E-Contract all relevant state and corporate approvals and (or) authorisations as may be required by the Law and (or) Country Law or otherwise have been obtained.
3.5. If any E-Contract is declared void, illegal, and (or) unenforceable because it was concluded through and by means of the E-Platform, the Parties undertake to print the relevant E-Contract on paper, extend its effect to the entire period when the relevant E-Contract has been deemed concluded (by inserting a retrospective effect clause or otherwise as may be necessary to achieve the same), and sign the so printed E-Contract.
3.6. The Counterparty who has failed to comply with the provision of Clause 3.3 of the CFA Annex or Clause 3.4 of the CFA Annex shall, within three (3) business days from the date of Yango’s Written Notice, pay to Yango either (i) predetermined liquidated damages amounting to five thousand (5000) Israeli Shekels, or (ii) Yango’s actual damage, at Yango’s choice, for each instance of such non-compliance.
4. AMENDMENTS OF AND ADDITIONS TO THE GENERAL TERMS
4.1. This section contains provisions that amend, disapply, and (or) supplement existing provisions the General Terms. 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 General Terms.
4.2. Liability of the Parties
4.2.1. The Counterparty shall indemnify and hold harmless Yango, its Affiliates, employees, directors, officers, and agents for any liability, damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with (without limitation):
(a) the use of and (or) inability to use the E-Platform by the Counterparty or any person for whatever reason or cause; and (or)
(b) the Counterparty’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under the E-Contracts.
4.2.2. In all circumstances the liability of Yango to the Counterparty shall at all times be limited to direct damage actually sustained by the Counterparty but no more than one thousand (1000) Israeli Shekels for each instance of breach or liability.
4.3. Termination of the Agreement. Survival:
4.3.1. The termination of the Agreement for any reason shall not:
(a) affect the existence, validity, and enforceability of E-Contracts entered into by and between the Parties before the termination of the Agreement; and
(b) the Counterparty’s right to view via the E-Platform those E-Contracts that have been entered into by and between the Parties before the termination of the Agreement.