COUNTRY TERMS

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COUNTRY TERMS: ISRAEL

 

1. GENERAL PROVISIONS

1.1. These Country Terms apply to the relevant E-Service Agreement (the ‘Agreement’) which provides that the Country Terms are incorporated therein by reference.

1.2. By entering into the Agreement, the Counterparty consents to be bound by the Country Terms without any additional formalities (including without limitation without signing the Country Terms or receiving a printed copy of the Country Terms).

1.3. Yango may amend the Country Terms when considers necessary without the Counterparty’s consent and, notwithstanding anything to the contrary, such amended Country Terms shall be binding on the Counterparty as follows:

1.3.1. material changes: within thirty (30) calendar days from the date when they are made available via an Electronic Notice; and

1.3.2. non-material, technical, or any other changes: when they are made available via an Electronic Notice unless otherwise specified in such Electronic Notice.

1.4. Capitalised words and expressions that are not defined in the Country Terms shall have the meanings attached to them in the Agreement or the General Terms and in the absence of such meaning the provisions of Clause 1.3 of the General Terms shall apply.

1.5. The Country Terms are made in English and in the Country Language. In case of any discrepancies, the Country Language 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 of 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 1.1.3 of the Agreement: examples of the Additional Services shall include without limitation pre-ride waiting time, waiting time during the ride, three or more passengers, luggage etc.

2.3. Clause 1.1.3 of the Agreement: shall be disapplied in its entirety.

2.4. Clause 1.1.5 of the Agreement:Country’ shall mean the State of Israel.

2.5. Clause 1.1.6 of the Agreement:Country Currency’ shall mean Israeli Shekel (ILS), the official currency of the Country. A reference to a ‘unit’ of the Country Currency shall mean a reference to one (1) Israeli Shekel and a reference to ‘units’ of the Country Currency shall mean a relevant amount in Israeli Shekels.

2.6. Clause 1.1.7 of the Agreement:Country Language’ shall mean Hebrew, the official language of the Country.

2.7. Clause 1.1.9 of the Agreement:Currency’ shall have the same meaning as the Country Currency.

2.8. Clause 1.1.17 of the Agreement: shall be disapplied in its entirety. Any references to the Official Rate shall be disregarded.

2.9.Clause 1.1.24 of the Agreement:Yango’ shall mean Yandex.Go Israel Ltd., a legal entity organised and existing under the laws of the Country, registration No. 515926285, having its principal place of business at 148 Menachem Begin Road, Tel Aviv, Israel.

2.10. Clause 2.3 of the Agreement: shall be disapplied in its entirety.

2.11. Clause 4.3.1 of the Agreement: the references to ‘non-compliance’ shall be read as references to ‘material non-compliance which includes recurring instances of non-compliance that would not otherwise and individually be deemed material’.

2.12. Clause 4.3.1(d) of the Agreement: non-recurring de minimis non-compliance in good faith is expressly excluded.

2.12. Clause 4.3.1(f) of the Agreement: shall be deleted in its entirety and replaced with the following: ‘unless otherwise provided for in the Agreement, disclosure of Users’ Personal Details to any person, sending unsolicited messages (SMS, e-mail or otherwise), or making unsolicited phone calls to Users;’.

2.13. Clause 4.3.1(h) of the Agreement: the second sentence shall be deleted in its entirety and replaced with the following: ‘Yango may, using reasonable judgement and in conformity with the Code of Business Ethics and Conduct, determine whether a particular action or failure to act constitutes an unconscionable behaviour of a Driver;’.

2.14. Clause 4.3.2 of the Agreement: shall be deleted in its entirety and replaced with the following: ‘Prior to making a decision on suspension and (or) activation of the Hold Off as specified in Clause ‎‎4.3.1 of the Agreement, Yango will aim to provide the Counterparty with a summary of the claims raised against it, and allow it at least forty eight (48) hours to respond to such claims in writing through the Counterparty Account. However, should Yango believe that an immediate suspension of access to the Service and (or) activation of the Hold Off is warranted due to the nature of such material non-compliance, it may immediately do so.’.

2.15. Clause 4.6.3 of the Agreement: shall be deleted in its entirety and replaced with the following: ‘Yango shall delete or anonymize all information and data provided by the Customer to the Contractor via the Service after the date of repudiation, termination, or expiration of the Agreement, unless and to the extent that it has a legal obligation, a legitimate business or legal interest, or justification to keep it.’.

2.16. Clause 4.6.6 of the Agreement: the words 'on behalf of the Counterparty' will be deleted.

2.18. Clause 4.6.6(c) of the Agreement: the reference to the Data Processing Agreement shall be removed and the following list of information shall be added:

2.18.1. full name;

2.18.2. identification number;

2.18.3. date of birth;

2.18.4. official residential address;

2.18.5. if requested by Yango, scanned copies of identity card with pages containing the personal details listed in Clauses ‎2.16.1–‎2.16.4 of the Country Terms;

2.18.6. driving licence details:

(a) forename and surname,

(b) date of birth,

(c) expiry date,

(d) official body that has issued the licence,

(e) licence number,

(f) place where the licence has been issued,

(g) car category or categories to which the licence extend, and

(h) if requested by Yango, scanned copy of the driving licence (all sides); and

2.18.7. Driver’s phone number.

2.19. Clause 4.6.6(d) of the Agreement: the list of a Vehicle’s details is supplemented with the following:

2.19.1. the Vehicle’s insurance,

2.19.2. the date of expiry of yearly registration,

2.19.3. the license to operate a taxi (green number),

2.19.4. the taximeter, and

2.19.5. other details requested by Yango,

2.20. Clause 6.3 of the Agreement: the Counterparty shall additionally ensure that every Driver has:

2.20.1. at least three (3) years of driving experience;

2.20.2. as and when required by the Country Law, passed a thorough medical check-up and obtained a relevant certificate or other evidence confirming that the Driver is medically fit to render the Transfer services;

2.20.3. a rating of at least four (4) out of five (5) points as determined by the Service and available via the Counterparty Account, and no Driver with a lower rating is allowed to perform Requests.

2.21. Clause 6.4 of the Agreement: the Counterparty shall additionally ensure that every Vehicle:

2.21.1. is equipped with at least two (2) safety bags;

2.21.2. will be ensured with adequate automobile insurance for bodily and personal injury, liability property insurance covering any loss to third parties, and property insurance for the automobile, which will also cover Yango for claims, lawsuits, damages, administrative and regulatory proceedings, or other non-monetary relief arising out of or relating to the Counterparty’s or a Driver’s performance under the Agreement; the insurance will include an endorsement that waives all subrogation rights against Yango and shall specify that it is primary to any insurances that may be purchased by the Yango.

2.22. Clause 7.2 of the Agreement:

2.22.1. The Maximum Tariffs are deemed to be equal to the maximum tariffs as established by the Country Law at a relevant time (the ‘Maximum Tariffs Determined by the Country Law’). The non-binding tariffs that are publicly available at https://yango.yandex.com/tariff are for convenience only.

2.22.2. Notwithstanding the provision of Clause ‎2.20.1 of the Country Terms, the Maximum Tariffs for the Fixed Rides (as defined in Section ‎8 of the Country Terms) shall be the relevant maximum tariffs as available at the relevant section at https://yango.yandex.com/tariff at the relevant time (the ‘Maximum Tariffs for the Fixed Rides’). Maximum Tariffs Determined by the Country Law shall not apply to the Fixed Rides, and the Maximum Tariff for the Fixed Rides may or may not be higher than the Maximum Tariffs Determined by the Country Law.

2.22.3. Save for Clauses ‎2.20.1 and ‎2.20.2 of the Country Terms, a reference to the Maximum Tariffs shall mean both the Maximum Tariffs Determined by the Country Law and the Maximum Tariffs for the Fixed Rides, or either of them.

2.22.4. A reference to the Maximum Tariffs for the Fixed Rides shall also include the Peak Hours Coefficient if it is applicable at the relevant time.

2.23. Clause 7.3 of the Agreement: the Peak Hours Coefficient applies to the Maximum Tariffs for the Fixed Rides as provided for in Section ‎6 of the Country Terms (for the avoidance of doubt: the Peak Hours Coefficient does not apply to the Maximum Tariffs Determined by the Country Law).

2.24. Clause 7.4 of the Agreement: Yango’s right to change the Maximum Tariffs Determined by the Country Law is subject to the Country Law and such change will become binding as determined by the Country Law. A decrease of the Maximum Tariffs for the Fixed Rides will be a material change of the Agreement and an increase of the Maximum Tariffs for the Fixed Rides will be a non-material change of the Agreement. Such changes will be notified and become binding in accordance with Clause ‎1.3 of the Country Terms.

2.25. Section 8 of the Agreement: shall be supplemented with the following:

2.25.1. If an advertising device (including any related equipment) (the ‘Lightbox’) has been installed on a Vehicle, the following provisions shall apply with respect to such Lightbox and Vehicle:

(a) the Lightbox shall remain at all times in the sole ownership and title of Yango;

(b) the receipt and installment of the Lightbox on the Vehicle shall constitute a Driver’s and the Counterparty’s approval that the Lightbox was received in good condition, unless, upon receipt of the Lightbox, the Counterparty provided a Written Notice to Yango with a detailed description of any defect and (or) malfunction of the Lightbox;

(c) the Counterparty undertakes that the Lightbox shall be cleaned and maintained by the Counterparty and (or) a Driver at all times, in accordance with Yango’s instructions;

(d) the Counterparty shall be liable for any damage caused to the Lightbox, and shall bear any and all expenses which may be accrued in connection with the repair of damage to the Lightbox. In addition, the Counterparty shall fully reimburse Yango in any case of theft, loss or unrepaired damage to the Lightbox; and

(e) upon the earlier of (i) the termination or expiration of the Agreement, or (ii) seven (7) calendar days after the issuance by Yango of an Electronic Notice to the Counterparty requesting the return of the Lightbox, the Counterparty shall ensure that the Driver returns the Lightbox in the same physical condition as it was provided by Yango.

2.26. Clause 9.1.2 of the Agreement:

2.26.1. The E-Service Fee amounts to four point seventy-one (4.71) per cent of the Transfer Fee and is payable by the Counterparty to Yango for every Request. For the avoidance of doubt: the amount of the E-service Fee specified in this Clause ‎‎2.26.1 of the Country Terms includes the remuneration of Yango for performance of the Assignment (as defined in Clause ‎7.1.1(b) of the Country Terms). The E-Service Fee is subject to Israeli VAT, which will be added on top of the E-Service Fee amount specified herein.

2.26.2. Yango may provide a discount on the E-Service Fee in any Reporting Period.

2.27. Clause 9.1.3 of the Agreement: shall be deleted in its entirety and replaced with the following: ‘Subject to Clause 9.1.8 of the Agreement, Yango shall, by the end of the tenth (10th) business day of a Reporting Period, send an invoice in regard to the E-Service rendered in the immediately preceding Reporting Period (hereinafter referred to as the ‘Invoice’). Any Invoices shall include the full amount of the E-Service Fee. The deemed date of the Invoice receipt by the Counterparty shall be the business day following the day of the Invoice sending by Yango.’.

2.28. Clause 9.1.4 of the Agreement: shall be deleted in its entirety and replaced with the following: ‘If, within ten (10) business days from the date of the Invoice receipt, Yango has not, for any reason, received from the Counterparty a Written Notice with the Counterparty’s objections, relevant justifications, and explanations, then the Counterparty shall be deemed to have accepted and agreed with the content of the Invoice and to have confirmed that the E-Service rendered in the relevant Reporting Period in all respects satisfy the Agreement.

If, within ten (10) business days from the date of the Invoice, Yango has received from the Counterparty a Written Notice with the Counterparty’s objections, relevant justifications, and explanations with regard to the E-Service Fee in a relevant Reporting Period, which objections, justifications, and explanations upon Yango’s review confirmed by the Yango’s records have revealed that adjustments to the amount of the E-Service Fee in a relevant Reporting Period are required, then such adjustment of the E-Service Fee shall be made either (i) in a following Reporting Period (meaning that the amount of the E-Service Fee in a following Reporting Period will be either increased or decreased as the case may be), or (ii) in any other Reporting Period as may be determined pursuant to the operation rules of Yango’s internal systems but in any case no later than six (6) months from the Reporting Period to which the relevant Invoice relates.’.

2.29. Clause 9.1.6 of the Agreement: expression ‘outside the Netherlands’ shall be deleted.

2.30. Clause 9.1.9 of the Agreement: the words ‘forty-eight (48) hours’ shall be deleted and replaced with ‘thirty (30) calendar days’.

2.31. Clause 9.2.2 (b) of the Agreement: the following words shall be added at the end of this clause: ‘in accordance with the Country Terms’.

2.32. Clause 9.2.3 of the Agreement: Yango shall remit the Transfer Fee (less the E-Service Fee, and, if applicable, any amounts related to set off or deduction) to the Counterparty as provided in Section ‎7 of the Country Terms. For the avoidance of doubt: any invoices issued by the Parties pursuant to the Agreement shall always include full amounts of the relevant services provided.

2.33. Clause 9.2.4 of the Agreement: shall be disapplied in its entirety.

2.34. Clause 9.3.1 of the Agreement: the currency of payments between the Parties shall be the Country Currency.

2.35. Clause 10.5.4 of the Agreement: shall be disapplied in its entirety.

2.36. Clause 10.5.5 of the Agreement: shall be deleted in its entirety and replaced with the following: ‘It is agreed and acknowledged by the Parties that any instance of intentional, negligent, or innocent non-performance or improper performance of any of its duties under this Agreement by the Counterparty, the Counterparty shall pay to Yango either (i) predetermined liquidated damages amounting to one thousand (1,000) units of the Country Currency for any non-substantial breach, (ii) predetermined liquidated damages amounting to five thousand (5,000) units of the Country Currency for any substantial breach, or (iii) Yango’s actual damage, at Yango’s choice.’.

2.37. Section 11 (‘Miscellaneous’) of the Agreement: shall be disapplied in its entirety.

2.38. Addresses and Details of the Parties:

2.38.1. Yango:

(a) Registered address: 148 Menachem Begin Road, Tel Aviv, Israel

(b) Place of business: 148 Menachem Begin Road, Tel Aviv, Israel

(c) Postal address: 148 Menachem Begin Road, Tel Aviv, Israel

(d) Banking details (ISL)

Account № 19180026

IBAN: IL520108640000019180026 in Bank Leumi Le-Israel B.M. (15 HaMenofim Street, Hertsliya, Israel)

SWIFT: LUMILITXXX

(e) E-mail: info@yandex-team.com

2.38.2. The Counterparty: addresses and other details of the Counterparty have been provided by the Counterparty to Yango via the E-Platform and are specified at the Counterparty Account.

 

3. AMENDMENTS OF AND ADDITIONS TO THE GENREAL TERMS

3.1. This section contains provisions that amend, disapply, and (or) supplement the existing provisions of 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.

3.2. Clause 1.1.11 of the General Terms: shall be disapplied in its entirety. Any references to the Data Processing Agreement shall be disregarded, and the Data Processing Agreement shall not apply to any relationship between Yango and the Counterparty in the Country.

3.3. Clause 1.1.22 of the General Terms: the definition of the Law shall be deleted in its entirety and replaced with the following: ‘Law’ shall mean the Country Law.

3.4. Clause 1.1.25 of the General Terms: the definition of the Personal Details shall be deleted in its entirety and replaced with the following: ‘Personal Details’ shall mean Personal Details as defined in the Country Terms.

3.5. Clauses 1.3.13, 1.3.17(c), and 8.1 of the General Terms: all references to ‘Dutch’ and ‘Netherlands’ shall be replaced accordingly with the references to ‘Israeli’ and ‘State of Israel’.

3.6. Clause 1.3.17(a) of the General Terms: shall be disapplied in its entirety.

3.7. Clause 2.3 of the General Terms: shall be deleted in its entirety and replaced with the following: ‘Yango may amend the General Terms when it considers it necessary without the Counterparty’s consent and, notwithstanding anything to the contrary, such amended General Terms shall be binding on the Counterparty as follows: (i) material changes: within thirty (30) calendar days from the date when they are made available via an Electronic Notice, and (ii) non-material, technical, or any other changes: when they are made available via an Electronic Notice unless otherwise specified in such Electronic Notice.’.

3.8. New Clause 5.1.2 (d) shall be added to the General Terms: 'by Yango to any or all of the Users or Drivers.'

3.9. Clause 5.2.1 of the General Terms: shall be deleted in its entirety and replaced with the following: 'Save as provided in Clause 5.2.2 of the General Terms, no Party shall, without the written consent of the other Party, disclose to any person, or use or exploit commercially for its own purposes any Confidential Information of the other Party.'

3.10. Clause 6.5 of the General Terms: the second and the third sentences are deleted in their entirety and replaced with the following: ‘If the Counterparty has not complied with the provisions of this Clause 6.5 of the General Terms in any respects, then the Counterparty shall pay to Yango either (i) predetermined liquidated damages amounting to one thousand (1000) units of the Country Currency, or (ii) Yango’s actual damage, at Yango’s choice, for each instance of such non-compliance within ten (10) calendar days upon the receipt of a Written Notice from Yango.’.

3.11. Clause 6.8 of the General Terms: shall be disapplied in its entirety.

3.12. Clause 6.10 of the General Terms: the last sentence shall be disapplied in its entirety.

3.13. Clause 7.5 of the General Terms: shall be disapplied in its entirety.

3.14. Clause 8.2.4 (inclusive all subclauses) of the General Terms: shall be deleted in its entirety and replaced with the following: ‘If the Parties cannot resolve their differences that gave rise to the Dispute within thirty (30) calendar days as of the date of delivery of the Dispute Notice to the other Party, any Party may refer the Dispute to the competent courts in Tel-Aviv which shall have sole jurisdiction with respect to such Dispute.’.

3.15. Clause 8.9 of the General Terms: shall be disapplied in its entirety.

3.16. Clause 8.12. of the General Terms: shall be deleted in its entirety and replaced with the following: ‘Translations. The Agreement, the General Terms, the Country Terms, and any other documents referred to therein are made in English and the Country Language. In case of any discrepancies between the English version and the Country Language version, the Country Language version shall prevail at all times and for all purposes.’.

3.17. New Clause 8.13 shall be added to the General Terms:Relation between the Parties. The Parties fundamental intention is not to create an employment relationship between Yango and the Counterparty and (or) Drivers. The Counterparty undertakes to pay all taxes and mandatory payments with respect to Drivers. If, despite of the Parties’ intention, a Governmental Authority shall determine that Drivers were the Yango’s employees, the Counterparty will indemnify and hold Yango harmless for all the consequences of such determination and all of Yango’s damages.’.

 

4. THE REQUESTS CANCELLATION POLICY

4.1. A Request for a Fixed Ride that has been accepted by the Counterparty may be cancelled by a User, and a User will be charged the Transfer Fee, as calculated by the Service, if at the time of the Request cancellation:

4.1.1. a Vehicle is [three hundred (300) meters or less] from the pick-up location; and

4.1.2. a ‘waiting’ signal has been sent via Service by a Driver.

4.2. A Request for a Fixed Ride that has been accepted by the Counterparty may be cancelled by a Driver, and a User will be charged the Transfer Fee, as calculated by the Service, if at the time of the Request cancellation:

4.2.1. a Vehicle is [three hundred (300) meters or less] from the pick-up location;

4.2.2. a ‘waiting’ signal has been sent via Service by a Driver; and

4.2.3. [ten (10) minutes or more] have passed from the time of the ‘waiting’ signal sending.

4.3. The Transfer Fee that is charged for the Request cancellation shall not exceed the Transfer Fee for a [ten (10) minutes] ride as calculated by the Service per the Maximum Tariffs for the Fixed Rides applicable to the Request, which Transfer Fee shall include, if applicable, without limitation: free waiting time and the Peak Hours Coefficient as determined pursuant to the Agreement, but shall exclude the Additional Services.

 

5. THE TRANSFER FEE

5.1. The Transfer Fee is calculated automatically by the Service algorithms at the time when the pick-up and destination locations for a Request have been specified, and may be based on, without limitation, the Maximum Tariffs, an estimate of the Transfer duration and distance from the pick-up location to the destination location (taking into account traffic and other applicable details of the route). Subject to Clause ‎5.2 and (or) Clause ‎5.3 of the Country Terms, the Transfer Fee:

5.1.1. for rides that are not Fixed Rides: is determined by the Vehicle’s hardware taximeter device at the end of the ride. The Transfer Fee that is calculated by the Service for rides that are not Fixed Rides pursuant to the Maximum Tariffs Determined by the Country Law represents a non-binding estimate of the price of the Transfer services to be rendered to a User as per such User’s Request;

5.1.2. for rides that are Fixed Rides: is calculated by the Service pursuant to the Maximum Tariffs for the Fixed Rides and represents the maximum price that the Counterparty may charge for the Transfer services rendered to a User as per such User’s Request.

5.2. The Transfer Fee may be adjusted:

5.2.1. if calculated by the Service for rides that are not Fixed Rides pursuant to the Maximum Tariffs Determined by the Country Law: by a Driver pursuant to the Country Law and the Vehicle’s hardware taximeter device;

5.2.2. if calculated by the Service for Fixed Rides pursuant to the Maximum Tariffs for the Fixed Rides: automatically by the Service in the circumstances when (i) Request parameters are altered by a User (including without limitation: a destination location is changed, paid waiting time or the Additional Services are added or removed, the Peak Hours Coefficient is applicable etc), or (ii) when a certain period of time has passed since the time when the pick-up location and destination location have been specified but no Request has been made.

5.3. The Counterparty may charge the Transfer Fee pursuant to its own tariffs that may be either equal to or less than the Maximum Tariffs provided always that the Transfer Fee calculated pursuant to the Counterparty’s tariffs never exceeds the Transfer Fee calculated pursuant to the Maximum Tariffs.

5.4. Notwithstanding anything to the contrary, if payments are made to the Counterparty under the Agreement, the Counterparty shall issue a tax invoice and receipt and all documentation, all as required by the Country Law in connection with such payments. If the Counterparty breaches the aforementioned obligation in any way, Yango may suspend and postpone any payments due to the Counterparty under the Agreement, any other agreement, or otherwise, including payments unrelated to the missing documents, unless and until the Counterparty provides all the missing documents. The Counterparty will bear all costs and expenses related to the aforementioned breach. It is clarified that nothing in this Clause ‎5.4 of the Country Terms shall derogate from any right and (or) remedy which Yango may have as a result of the aforementioned breach.

5.5. The Counterparty accepts and acknowledges that Yango may organize and participate in promotion activities for Users whether on its own or in cooperation with third parties aimed to promote and advertise the Counterparty’s services. Within the promotion activities the Users are entitled to pay reduced Transfer Fee and the Counterparty waives any claim, action, demand against Yango related to payment of this reduced Transfer Fee.

 

6. THE PEAK HOURS COEFFICIENT

6.1. The Peak Hours Coefficient shall apply to the Maximum Tariffs for the Fixed Rides during the periods determined by Yango (which may include without limitation days before public holidays, days of mass events, poor weather conditions, etc.) to ensure high-quality service to Users and facilitate the performance of the maximum possible number of Requests, when the demand for the Transfer services is higher than average.

6.2. The Parties agreed that the value and applicability of the Peak Hours Coefficient shall be unilaterally defined by Yango based on, without limitation, available technical data of the Service, Statistical Data on the demand for transfer services, and availability of Vehicles. If the Peak Hours Coefficient has been activated and a User chooses to place a Request to which the Peak Hours Coefficient applies, the relevant values of the Maximum Tariffs (except for the Additional Services) shall be increased as appropriate in accordance with such Peak Hours Coefficient.

 

7. AGENCY ASSIGNMENT

7.1. Terms and Definitions

7.1.1. In this Section ‎7 of the Country Terms the following capitalised words and expressions shall have the following meanings:

(a) ‘Agency Report’ shall have the meaning attached to this term in Clause ‎7.5.2 of the Country Terms.

(b) ‘Assignment’ shall have the meaning attached to this term in Clause ‎7.2.1 of the Country Terms.

(c) ‘Transfer Period’ shall have the meaning attached to this term in Clause ‎7.2.2(c) of the Country Terms.

(d) ‘Transfer Threshold’ shall have the meaning attached to this term in ‎7.2.2(a) of the Country Terms.

7.2. The Assignment

.7.2.1. The Counterparty hereby instructs Yango to take practical and other steps related to (jointly, the ‘Assignment’):

(a) receipt of non-cash payments that are due to the Counterparty from Users as the Transfer Fee,

(b) deduction (including without limitation a deduction of the E-Service Fee, and any other amounts due to Yango from the Counterparty, irrespective of the origin of such indebtedness; any required Israeli tax withholding (unless presented by the Counterparty with a valid exemption approval issued by the Israel Tax Authority)) of any amounts from the money received by Yango from Users as and when Yango considers such deductions necessary,

(c) transfer of the money received from Users (less any deductions) to the Counterparty,

(d) consideration of Users’ complaints concerning the Transfer and Transfer Fee,

(e) refunding, either in full or in part, the Transfer Fee to Users,

(f) apply to the Israeli tax authorities in order to settle all tax-related issues associated, directly or indirectly, with the E-Service, and

(g) other actions that are ancillary to the Assignment (as listed above) as Yango considers necessary.

7.2.2. Any funds that are received by Yango pursuant to the Assignment shall be transferred by Yango to the Counterparty’s bank account specified in the Country Terms as follows:

(a) Yango shall determine on a weekly basis whether the Transfer Fee, as accumulated by Yango, is equal to or exceeds [ten thousand (10,000)] units of the Country Currency (the ‘Transfer Threshold’);

(b) if the Transfer Threshold has been reached, then Yango shall make any set off and deductions;

(c) if after the relevant set off and deductions the remaining amount is equal to or exceeds the Transfer Threshold, then Yango shall transfer this amount to the Counterparty’s bank account specified in the Country Terms within [one (1) calendar week] (the ‘Transfer Period’);

(d) For the avoidance of doubt:

i. if by the time of the transfer the funds that are received (after set-off and deductions) by Yango pursuant to the Assignment are less than the Transfer Threshold, Yango is not obliged to make the transfer until (i) the Transfer Threshold has been reached and (ii) next Transfer Period has commenced;

ii. Yango shall be deemed to fulfil its duty to make the transfer from the date when the respective monetary amount is debited from Yango’s settlement account;

iii. the date of actual receipt of the funds (as transferred by Yango) by the Counterparty may differ from the date when Yango is deemed to have made the transfer (Clause ‎7.2.2(d)ii of the Country Terms), and Yango shall not be held responsible for any delays that has occurred after it is deemed to have made the transfer (Clause ‎7.2.2(d)ii of the Country Terms), and

iv. it is the Counterparty’s responsibility to ensure that its bank details are accurate in all respects, and any delays and expenses that result from inaccuracy of the Counterparty’s bank details shall be compensated by the Counterparty to Yango.

7.2.3. Yango may deduct the E-Service Fee and any other amounts due to Yango from the Counterparty (irrespective the source of such indebtedness) and (or) any required Israeli tax withholding, from any amounts due from Yango to the Counterparty pursuant to the Assignment without the Counterparty’s approval.

7.2.4. The remuneration for performance of the Assignment is included into the E-Service Fee.

7.2.5. Yango shall fulfil the Assignment in the following territory: worldwide.

7.2.6. The Counterparty accepts and acknowledges that:

(a) Yango does not have, and is not expected to receive, any licence or permission that will enable Yango to provide payment services,

(b) the relationships between Yango and the Counterparty are the relationships of an agent and Counterparty and are not of a beneficiary and trustee, and

(c) Yango is not acting, and is not expected to act, in a capacity of trustee of the Counterparty.

7.2.7. In the course of performing the Assignment Yango may engage any person directly, including without limitation banks or other payment providers, located either inside and (or) outside the territory of the Country.

7.2.8. Yango is not obliged to receive any cash payment from Users which shall not be considered as a breach of the Agreement, including this Section ‎7 of the Country Terms.

7.3. The Term of the Assignment

7.3.1. The term of the Assignment shall be equal to the term of the Agreement, including any extensions thereof.

7.4. The Counterparty’s Assistance

7.4.1. The Counterparty shall timely assist Yango with performing the Assignment which includes without limitation:

(a) provision to Yango of all relevant, correct, up-to-date, and accurate information and documents required for fulfilling the Assignment, including without limitation the information concerning the Transfer Fee,

(b) ensuring that the Assignment does not violate, and entails no violation of, rights of any person and (or) the Country Law,

(c) execution and delivery of all relevant documents as required by the Country Law when rendering the Transfer services, including without limitation receipts and tax invoices etc.

7.5. Yango’s Reporting

7.5.1. Yango shall, within ten (10) calendar days from the receipt of a Written Notice from the Counterparty, provide to the Counterparty by an Electronic Notice all relevant information about the Assignment that has been requested in the Counterparty’s Written Notice.

7.5.2. Yango shall, within ten (10) calendar days from the end of a relevant Reporting Period, provide to the Counterparty a report containing the details on the performance of the Assignment in the relevant Reporting Period (the ‘Agency Report’).

7.5.3. The Agency Report may include:

(a) the total amount of the Users’ non-cash payments (expressed in the Country Currency) received by Yango pursuant the Assignment;

(b) the total amount of the E-Service Fee (expressed in the Country Currency) due to the Contractor in the relevant Reporting Period; and

(c) any details of deductions in the relevant Reporting Period.

7.5.4. The deemed date of receipt by the Counterparty of the Agency Report shall be the date of the Electronic Notice containing the Agency Report as sent by Yango.

7.5.5. If the Counterparty has any objections to anything included in the Agency Report or the Act of Acceptance, it will provide a Written Notice containing reasoned and substantiated objections within fifteen (15) calendar days from the deemed date of receipt by the Counterparty of the Agency Report (Clause ‎7.5.4 of the Country Terms). If the Counterparty does not deliver to Yango a Written Notice containing reasoned and substantiated objections relating to the Report, then the Agency Report is deemed to be unconditionally approved and accepted by the Counterparty without reservations.

7.6. Liability of the Parties

7.6.1. Within the validity period hereof Yango shall exert every reasonable effort to remove any faults and errors as soon as possible. The Counterparty acknowledges that Yango does not guarantee that no errors or faults will occur, including with regard to software operation, and acceptance of payments from the Users.

7.6.2. Yango shall be liable to the Counterparty only for the Counterparty’s direct damages that occur as a result of Yango’s breach of the terms of the Assignment.

7.6.3. Yango shall not be liable for the Transfer services rendered by the Counterparty according to a User’s Request.

7.6.4. The Counterparty undertakes to immediately, at Yango’s Electronic Notice, provide Yango with all the requested information related to fulfilment of confirmed Requests from Users, and to assist Yango, as reasonably requested Yango’s Electronic Notice, in settlement of any complaints, suits, investigations or proceedings.

7.6.5. In case of untimely transfer of any amounts under this Agreement by the Counterparty, the Counterparty undertakes to pay to Yango interest at the rate of zero point one percent (0.1%) of the outstanding amount for each day of delay, but no more than ten (10%) percent per year of the outstanding amount, subject to the Country Law.

7.6.6. If the Counterparty breaches the obligations provided for in Section ‎7 of the Country Terms, the Counterparty undertakes to compensate Yango by paying the higher of (a) pre-agreed liquidated damages amounting to one hundred (100) units of the Country Currency for each violation of the terms of Section ‎7 of the Country Terms, or (b) Yango’s damages (including, but not limited to: amounts of legal costs and expenses).

 

8. PRIORITY SERVICE

8.1. This Section ‎8 of the Country Terms regulates the relationship between Yango and the Counterparty with regard to the Counterparty’s participation in Yango's priority service program by entering into one year agreements (within the meaning of section 510(b)(2) of the Transportation Regulations, 5721-1961 (hereinafter referred to as ‘Section 510(b)(2)’)) by and between the Counterparty and Users (hereinafter referred to as the ‘Priority Service Agreement’).

8.2. The Counterparty unconditionally agrees:

8.2.1. to be bound by the Priority Service Agreement with any User that accepted it’s terms; and

8.2.2. to act in a capacity of a ‘Service Provider’ alone or together with other ‘Service Providers’ pursuant to the terms of the Priority Service Agreement with regard to that User.

8.3. The binding form of the Priority Service Agreement, as amended from time to time, is and shall be available at the relevant section of the Service mobile application and (or) at https://yango.yandex.com/legal/priority-service-agreement-israel.

8.4. The Counterparty agrees and acknowledges:

8.4.1. its full and complete awareness and understanding of the content of Section 510(b)(2) and the Priority Service Agreement as well as the consequences of entering into the Priority Service Agreement with Users;

8.4.2. that, among other things, it had the opportunity to receive appropriate legal, tax, business, and any other advice and to make all relevant enquiries with regard to Section 510(b)(2) and the Priority Service Agreement and had done it to the extent it considered necessary;

8.4.3. that all information relevant to Section ‎8 of the Country Terms and the Priority Service Agreement was provided to it in full by Yango in advance;

8.4.4. that the Counterparty has no exclusivity with regard to the Priority Service Agreement with regard to any User. Notwithstanding the foregoing, if there is a requirement for a certain class of a taxi car in the Request, such Request shall be sent to the Counterparty and the Drivers associated with the Counterparty only if they have a Vehicle of the required class.

8.5. It is agreed that, with respect to each Transfer provided pursuant to the Priority Service Agreement (a ‘Fixed Ride(s)’), notwithstanding anything to the contrary contained in the Agreement and the Country Terms and any other relevant provisions, the following shall apply:

8.5.1. The Counterparty shall be, and shall ensure the Drivers associated with the Counterparty are, in full compliance at all times with the provisions of the Priority Service Agreement, as shall be amended from time to time. Yango shall issue an Electronic Notice to the Counterparty of any material changes made to the Priority Service Agreement.

8.5.2. Any Request for a Fixed Ride received on the Service for Driver may be tagged as "priority service request" or otherwise. If there is a requirement for a certain class of a taxi car in the Request for a Fixed Ride, the request will be marked as "premium request" or otherwise.

8.5.3. The Counterparty, and the Drivers associated with the Counterparty, shall be obligated to respond to any Request made by a User for a Fixed Ride, provided that they have necessary capacity and availability to provide the Fixed Ride at the time of the relevant Request.

8.5.4. For each Fixed Ride, the Counterparty shall ensure that the Driver (i) sets the taximeter to "written agreement drive" mode; and (ii) holds a permit from the Counterparty available in the Vehicle as required under the Country Law, which will be provided through the Service for Drivers or by any other means.

8.5.5. Yango and the Counterparty agree and acknowledge that Clause ‎2.20.2 of the Country Terms shall apply to the Fixed Rides.

8.6. The Counterparty instructs Yango to provide management services regarding the Priority Service Agreement, which includes a right of Yango to amend the Priority Service Agreement from time to time as it deems necessary in its sole discretion. The Counterparty undertakes not to attempt to interfere with this activity of Yango.

8.7. If the Counterparty and (or) its associated Drivers charge a Transfer Fee in excess of the Maximum Tariff for the Fixed Rides (as set forth in Clause ‎8.5.5 of the Country Terms) and (or) are otherwise incompliant with the provisions of Section ‎8 of the Country Terms, Yango may terminate Section ‎8 of the Country Terms by an Electronic Notice to the Counterparty and the termination will be effective immediately upon sending the Electronic Notice.

8.8. Yango may terminate Section ‎8 of the Country Terms by an Electronic Notice to the Counterparty and the termination will be effective on the tenth (10th) calendar day from the receipt of that Electronic Notice by the Counterparty.

8.9. The Counterparty may terminate Section ‎8 of the Country Terms by an Electronic Notice to Yango and the termination will be effective on the tenth (10th) calendar day from the receipt of that Electronic Notice by Yango.

8.10. If Section ‎8 of the Country Terms is terminated and (or) the access to the Service is terminated, for any reason, Yango shall delete the Counterparty from the list of ‘Service Providers’ associated with the Priority Service Agreement.

8.11. A suspension of the Counterparty’s access to the Service for any reason shall automatically result in a contemporaneous suspension of the distribution of Requests related to the Priority Service Agreement to the Counterparty.

 

9. TAXATION

9.1. The Counterparty acknowledges, confirms, and declares that:

9.1.1. The Counterparty shall be solely responsible for all tax obligations, and these tax obligations will apply exclusively to the Counterparty, with regard to (i) any Transfer or other services that has been provided by the Counterparty with, through, or by means of Yango’s Service, (ii) reporting and paying the tax liability for the Transfer or other services provided by the Counterparty, and (iii) issuing tax invoices associated with these Transfer or other services.

9.1.2. Yango is and will not be responsible for issuing any tax invoice by any third party that may be engaged for that purposes.

9.1.3. Yango shall withhold a relevant tax from any payment made by Yango pursuant to the Agreement and (or) any other agreement entered into within the framework of the Contractual Framework Agreement as may be required from time to time by applicable Israeli tax legislation unless (i) the Counterparty has provided in advance to Yango a valid exemption from such tax withholding issued by the tax authorities or (ii) Yango has received a relevant exemption.

9.1.4. Ksys Ltd. (Company No. 515285120), trading as EZcount (www.ezcount.co.il), has been authorised by the Counterparty to produce, on the Counterparty’s behalf, tax invoices with respect to any amounts (but excluding the Transfer Fee that has been collected by Yango pursuant to Clause ‎7.2.1 of the Country Terms, which means non-cash payments that are due to the Counterparty from the Users as the Transfer Fee and for which the Counterparty issues invoices directly to the Users) that are due to the Counterparty from Yango pursuant to the Agreement and (or) any other agreement entered into within the framework of the Contractual Framework Agreement.

 

10. PERSONAL DETAILS PROCESSING

10.1. In this Section ‎‎10 of the Country Terms the following capitalised words and expressions shall have the following meanings:

10.1.1. ‘Data Protection Laws’ shall mean the PPL, Data Security Regulations, and other regulations promulgated pursuant thereto and the applicable guidelines issued by the Privacy Protection Authority, and as amended, replaced or superseded from time to time.

10.1.2. ‘Data Security Regulations’ shall mean Privacy Protection Regulations (Data Security), 2017.

10.1.3. ‘Driver’s Personal Details’ shall mean any Personal Details provided by the Drivers or Counterparty, directly or indirectly, or otherwise collected by Yango or any sub-processor on its behalf in relation to the Driver, in connection with the Agreement and (or) any other agreement entered into in the framework of the Contractual Framework Agreement.

10.1.4. ‘Personal Details’ means personal data, as defined in the PPL.

10.1.5. ‘PPL’ shall mean Protection of Privacy Law, 5741 – 1981.

10.1.6. ‘User’s Personal Details’ shall mean any Personal Details collected through the Yango application or otherwise collected by Yango or any sub-processor on its behalf in relation to the User.

10.2. Driver’s Personal Details. It is hereby clarified that Driver's Personal Details constitute Yango's Confidential Information. Driver’s Personal Details will be maintained by Yango in its registered database, and used for Yango's business purposes and interests. The Counterparty hereby grants Yango its consent and a non-exclusive unlimited licence and represents that it has obtained the Drivers' unconditional consent, to transfer and use such Personal Details for Yango's business purposes and interests (not necessarily in connection with Yango's engagement with the Counterparty), to maintain the Driver’s Personal Details in databases abroad (in countries which provide a level of protection which may be lower than the level provided under Israeli law) and to employ sub-processors to process such Driver’s Personal Details. The Driver’s Personal Details is subject to Yango’s privacy policy available at https://yandex.com/legal/confidential.

10.3. User’s Personal Details.

10.3.1. The Counterparty acknowledges that as part of the E-Service under the Agreement and (or) any other agreement entered in the framework of the Contractual Framework Agreement it shall collect or otherwise process through the Service the User’s Personal Details. It is hereby clarified that User's Personal Details constitute Yango's Confidential Information.

10.3.2. The Counterparty shall be responsible in relation to the User’s Personal Details, to:

(a) process the User’s Personal Details only for the purpose of performing its obligations under the Agreement and (or) any other agreement entered in the framework of the Contractual Framework Agreement;

(b) comply in all respects with all applicable Data Protection Laws;

(c) assist Yango with responding to requests for exercising Users’ rights under Data Protection Laws;

(d) protect the User’s Personal Details in its possession against any accidental or unlawful destruction, loss, alteration, unauthorised or unlawful disclosure or access (collectively ‘Data Breach’), and against any other forms of unlawful or unauthorised use or processing;

(e) notify Yango without undue delay after becoming aware of a Data Breach, including all relevant available information required to enable Yango to comply with its reporting and other obligations under Data Protection Laws;

(f) co-operate with Yango in connection with the investigation, mitigation, and remediation of any Data Breach and shall take all reasonably necessary corrective action;

(g) at Yango's discretion, delete or return to Yango all the User’s Personal Details in its possession on suspension the E-Service and (or) termination of the Agreement and (or) any other agreement entered in the framework of the Contractual Framework Agreement; and

(h) make available to Yango or any auditor mandated by Yango, all information necessary to demonstrate compliance with its obligations in this Section ‎10 of the Country Terms ‎and the Data Protection Laws.

10.3.3. The Counterparty shall maintain documentation regarding compliance with the requirements of this Section ‎10 of the Country Terms, including without limitation investigation of any complaints or investigation of possible breaches of this Section ‎10 of the Country Terms, which shall be provided to Yango upon request.

10.3.4. The Counterparty shall provide Yango with all the information reasonably required to verify compliance with the provisions of this Section ‎10 of the Country Terms and the applicable Data Protection Laws and any information that Yango may request in order to meet its obligations under the Data Protection Laws.

10.3.5. The Counterparty shall not, in any manner, collect, process, or use any User’s Personal Details for any unauthorised or illegal purpose or in an illegal manner.

 

Date of publication: 19.08.2020

Previous version: https://yandex.com/legal/yango_country_terms/29062020

Previous version: https://yandex.com/legal/yango_country_terms/02042020