GENERAL TERMS OF YANGO CORPORATE SERVICE
The following general terms and conditions relating to use of the Service provided by Yandex to the corporate customers, all in accordance with the provisions hereof, including the appendices hereto and the references contained herein (“the General Terms”), applicable to the relationship between Yandex.Go Israel Ltd., whose address is 148 Menachem Begin Rd., Tel Aviv, and the business whose details have been provided as part of the registration process and as stated below (“The Business Customer” or “Corporate Customer”).
THE MAXIMUM TARIFFS AS ESTABLISHED BY THE WRIT SUPERVISING PRICES OF GOODS AND SERVICES (TAXI FARE) – 2018, OR LEGISLATION THAT MAY REPLACE IT, SHALL NOT APPLY TO THE SERVICES PROVIDED UNDER THIS TERMS AND THE FEES PAID MAY OR MAY NOT BE HIGHER THAN SUCH MAXIMUM TARIFFS.
1.1. "Application" means the Yango mobile application operated in Israel by Yandex or its affiliates.
1.2. "Service" means a service for the facilitation of transportation services and/or delivery services through the hardware and software suite enabling Business Customers and Corporate Users to make orders for passenger and baggage transportation services and/or delivery services and ensuring the automatic processing and transfer of such orders.
1.3. "Service Area" means Tel Aviv and the surrounding area and any other locations as they may become available. The full list of the locations as may be amended from time to time, is available in the Web Interface.
1.4. "Corporate User" means an individual using the Service on behalf of the Business Customer.
1.5. "Corporate Account" means the Business Customer’s unique identifier to be used for the accounting for the Services, information about payments for the Services and the Business Customer’s debt for the Services under this Agreement. The Corporate Account is of a technological nature and does not have the status of a settlement or bank account.
1.6. "Corporate Balance" means at any given time the cumulative amounts that have been paid by the Customer for the Service less the costs of the Service already provided in fact. The Corporate Balance includes any applicable VAT and other taxes.
1.7. “Threshold” means the negative value of the Corporate Balance in the amount of 1,000 NIS used as a default under the Agreement. Yandex may increase or decrease the Threshold on the terms and according to the procedure determined in this Agreement.
1.8. “Transportation Service Provider” - a legal entity or individual rendering services of passenger and baggage transportation and (or) delivery services. A reference to a Transportation Service Provider also includes references to its relevant employees, officers, and contractors.
1.9. "Web Interface" means a section of the Yango website containing information about the Business Customer and other information with regard to the Services to be rendered under this Agreement.
2. DESCRIPTION OF THE CONTRACT, SCOPE AND PROVISION OF THE SERVICE
2.1. Yandex undertakes to facilitate passenger and baggage transportation services and/or delivery services by the Transportation Service Providers for the Business Customer and/or its Corporate Users, in accordance with the Annexes to this Agreement:
2.2. The said annexes form an integral part of the Agreement, and unless otherwise expressly provided herein, all provisions of the Agreement shall be applicable to such annexes.
2.3. The Business Customer shall inform the Corporate Users about the Agreement, and communicate to the them all other information received from Yandex about the Services.
2.4. The Business Customer shall be liable for any action performed by their Corporate Users in connection with the Services.
2.6. The Business Customer agrees and acknowledges that Yandex may change and/or remove and/or add, at any time, on its sole discretion, services, content or information that will be displayed in the Service, and/or decide, on its sole discretion on their location and design and any other matter related to services and/or content.
2.7. The Business Customer acknowledges and agrees that the Transportation Service Providers using the Yandex Service are independent contractors and shall not be deemed to be Yandex’ employees and/or agents. Yandex and/or anyone acting on its behalf shall not be liable for any direct and/or indirect damage or loss, including damage caused to property or body, loss of profits, loss of savings, loss of information, disruption of the course of business and/or any damage, expense and/or financial loss caused to the Business Customer, its Users, its employees and/or those on his behalf and/or any third party, due to and/or as a result of the use of the software or the inability to use the software, and/or due to reliance on the software and its products, and/or due to the provision of the Services and/or their use and/or in connection with the delivery services provided by the Transportation Service Providers, including their quality and/or lack of delivery. It is further clarified that Yandex does not undertake to provide the transportation and/or delivery services requested through the Service. The Customer declares that it is aware that the Service is based on the availability of the Transportation Service Providers registered in the Service, and in the event of the Transportation Service Providers’ unavailability, the services may not be provided.
3. CONSIDERATION AND TERMS OF PAYMENT
3.1. The fees for each order shall not exceed the maximum tariffs published online in the Web Interface ("Maximum Fees"). The cost of the Services calculated as specified shall be subject to VAT at the standard rate as determined under the Israeli VAT law.
3.2. The Business Customer undertakes to pay for the services using Web Interface and/or by any other means, as the case may be on a monthly basis, by the 15th of every month. The Business Customer is required to transfer the payment, which shall be calculated in accordance with the conditions set out below and specified in the invoice to be issued to him by Yango.
3.3. If Yandex does not receive from the Business Customer a written reasoned objection within 15 days from the date on which the report and the invoice were made available for the Business Customer’s inspection, this shall be deemed to be acknowledgment by the Business Customer that the Services had been properly provided by Yandex and that the Customer had accepted therm. At the end of the said period, no complaint as to any defects in the Service, including complaints regarding the amount (volume) of trips, or the cost or quality thereof, shall be accepted.
If the Corporate Balance reaches the Threshold, Yandex may, without notice, at any time stop the provision of the Service under the Agreement. The Business Customer may repay the debt on the Corporate Balance and the provision of the Services shall be renewed until reaching the Threshold. This repayment amount shall not have any minimum commitment amount required, but must always include any outstanding amounts owed Yandex due to the Services.Yandex may increase or decrease the Threshold of the Customer at any time, in its sole discretion.
4. THE REGISTRATION PROCESS
5. TERM AND TERMINATION
5.1. This Agreement shall be in effect for a period of twelve (12) months from the date on which the Business Customer accepts the terms of the Agreement, which term shall be renewed and extended automatically for additional terms of twelve (12) months each, unless any Party notifies the other Party of its wish not to extend the term no later than 30 days before the end of the applicable term.
5.2. For the purposes of passenger and baggage transportation services, this Agreement shall constitute an agreement as defined in section 510(b)(2) of the Transportation Regulations, 5721-1961.
5.3. The Parties’ obligations hereunder which due to their nature are intended to survive the expiry or termination hereof (including but not limited to the obligations in respect of the performance of mutual settlements), shall remain in force after expiry or termination hereof.
5.4. Yandex may suspend and/or delay the provision of the Services, and/or cancel the Agreement, effective immediately, by giving notice to the Business Customer, in one or more of the following cases: (a) any delay in payment of all or part of the consideration hereunder and/or setoff thereof in violation of the provisions hereof; (b) any indication of the Business Customer being a credit risk, according to the his credit rating report provided by Dun & Bradstreet, BDI, etc., without derogating from the Yandex’s rights under any law, including the immediate termination of the Agreement, without the need for prior notice regarding a breach of any of the provisions of the Agreement by the Business Customer; and/or (c) if the Business Customer is subject to insolvency proceedings and/or Yandex becomes aware of a pending application for the commencement of Insolvency Proceedings against the Business Customer, or any cause for the filing of such application, or the intent of any third party to file it. For this purpose, “Insolvency Proceedings” means dissolution proceedings (voluntary, by the court or with court supervision), bankruptcy, deletion, liquidation, receivership, freeze of proceedings, proceedings for the approval of an arrangement between the company and its creditors under s. 350 of the Companies Law, administration order proceedings, proceedings for the appointment of a liquidator, receiver, special manager, trustee or other similar officer, for protection from creditors or other remedies, and any other materially similar proceeding, whether temporary or permanent.
6. CONSENT TO RECEIVE THE SERVICES BY THE EMPLOYEES AND/OR AUTHORIZED PERSONS OF THE CUSTOMER
7. PROHIBITION OF HARASSING OR OFFENSIVE USE
7.1. The Business Customer will use the Service on it in good faith. The Business Customer will not use the Service to harass other Business Customers and/or Yandex and/or Transfer Service Providers and/or third parties. The Business Customer will not inflict damage to the good name, property and bodies of other Business Customers and/or Yandex and/or Transfer Service Providers and/or third parties.
8.1. Unless expressly provided for to the contrary herein, Yandex shall not be held liable to the Business Customer and/or the Corporate Users for any direct or indirect loss or damage (whether for loss of profit, loss of business, loss of information, loss of production and/or business, or otherwise), costs, expenses, or other claims for compensation whatsoever (howsoever caused), regardless of whether or not Yandex could have foreseen the possibility of such loss or damage in a particular set of circumstances, and regardless of whether or not Yandex acted with intent, gross negligence, negligence, or innocently, which loss, damage etc. arise out of, or in connection with, the Agreement and/or the Service.
8.2. If the Business Customer does not pay for the Services by the date specified above, without derogating from any right and remedy Yandex may be entitled to under the Agreement or the law, Yandex may (a) suspend the provision of further Services under the Agreement, (b) disconnect the Customer and/or Corporate Users from the Application and/or Web-Interface, (c) terminate the Agreement, and/or (d) demand (and the Customer will be obliged to pay) late payment interest at the highest rate customary in Israeli Banks for late payments.
8.3. In any event, Yandex's aggregate liability hereunder shall be limited to the direct proven damages of the Customer in the amount not exceeding the cost of Yandex Services in a period of 12 (twelve) months, in which the Business Customer made the relevant claim.
8.4. The Parties shall be released from their liability for non-performance and/or improper performance of their obligations hereunder, if such non-performance is caused by force majeure circumstances beyond the Parties’ control, inter alia, acts of God, fire, manmade emergencies and catastrophes, accidents on engineering constructions and facilities, mass disorder, terrorist acts, insurrection, civil unrest, strike, regulatory acts of public and local authorities preventing the Parties from performance of their obligations hereunder, i.e. extraordinary and insuperable events, which occurred after conclusion hereof. The Party raising any claim as to any impossibility to perform its obligations due to the occurrence of force majeure circumstances shall immediately notify the other Party thereof.
9. RIGHT TO USE
10.1. The provisions hereof, including the Maximum Fees, may be adjusted from time to time, at the discretion of Yandex. Without derogating from the generality of the foregoing, it is hereby clarified that any such change may include any addition, change and/or removal of destinations and/or components, as applicable. In the case of any such change, the Business Customer shall be informed in writing 15 days before the actual adjustment. If the Business Customer does not agree to any of the terms of the Agreement, he must refrain from continuing to use the Service.
11. NOTICE REGARDING RECEIPT OF CREDIT INDICATION
11.1. The Business customer is aware that Yandex intends to receive a credit indication regarding it from the Credit Bureau as defined in the Credit Data Law, 2016, on the question of whether to enter into an agreement with it in this Agreement.
11.2. It will be clarified that in order to receive the indication, the Credit Bureau will submit to the Bank of Israel a request for credit data regarding the customer included in the Bank of Israel's credit database.
12.1. This Agreement constitute the entire agreements and understandings between the parties, any no agreement or representation made by the parties before the date of execution hereof shall have any effect. Any grant of any discount, acquiescence, extension of time or waiver by any of the parties shall not serve as a precedent and shall not constitute a waiver of any right or consent to any breach hereof. Any provisions which by their nature are intended to survive the termination hereof (including consideration, intellectual property, limitation of liability, etc.) shall also remain in effect after the termination hereof. Any notices between the parties shall be delivered by the email addresses used by the parties for the communication between them.
12.2. This Agreement shall be governed by the laws of Israel. The relevant court in Tel Aviv-Yafo shall have exclusive jurisdiction over any dispute arising therefrom.
12.3. The companies of Yandex Group adhere to the principles and conditions of work set out in the YANDEX Code of Business Conduct and Ethics in all its activities. The companies of Yandex Group expect their contractors to abide by the principles of business conduct set out in the Code of Business Conduct and Ethics. A copy of the Code of Business Conduct and Ethics is available in the corporate section of the Yandex portal at: https://ir.yandex/corporate-governance/key-documents
12.4. 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 Contact 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 Contract) 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.
12.5. The Parties shall adhere to, apply and act according to the following national and international regulations:
Fundamental principles of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
the Foreign Corrupt Practices Act of 1977;
other provisions of the applicable laws on corruption and bribery.
12.6. In case of violation/suspicion of violation of clauses 12.4-12.5 of the Agreement, the relevant party undertakes to notify immediately the other party in writing.
Date of publication: 17.06.2021.