Service Terms and Conditions for Provision of Extended Statistics Service

This document is a translation of «Service Terms and Conditions for Provision of Extended Statistics Service» in English. In case of conflict between the Russian version of «Service Terms and Conditions for Provision of Extended Statistics Service» and this translation - only the Russian version of «Service Terms and Conditions for Provision of Extended Statistics Service»is legally binding. The Russian version of «Service Terms and Conditions for Provision of Extended Statistics Service» can be found here: https://yandex.ru/legal/extended_statistics_conditions/?lang=ru.

Russian Federation, Moscow

Date of placement: 29 June 2017

Effective Date: 29 June 2017

These Terms and Conditions constitute an official offer by YANDEX LLC («Yandex») and contain all the substantial terms and conditions for the service related to Provision of Extended Statistics.

1. Terms and Definitions

1.1. For the purpose of these Terms and Conditions, the following terms shall have the following meaning:

Terms and Conditions shall mean this document titled as Service Terms and Conditions for Provision of Extended Statistics Service placed on the Internet at https://yandex.ru/legal/extended_statistics_conditions/.

Service (Provision of Extended Statistics Service) shall mean Yandex services related to provision of the Extended Statistics to the Client pursuant to and in accordance with the provisions of these Terms and Conditions.

Acceptance of the Terms and Conditions (Acceptance) shall mean the Client’s full and unconditional acceptance of the Terms and Conditions as set forth in cl.6.6 hereof.

Agreement shall mean a service agreement, which is made by and between the Client and Yandex in relation to the Services by the Acceptance of the Terms and Conditions.

Yandex.ru shall mean information resources of Yandex placed on the Internet at yandex.ru domain.

Client shall mean a person making the Acceptance of the Terms and Conditions.

Web Interface shall mean a programming interface of interaction between the Client and Yandex in relation to provision of the Service containing the Client’s data, the Extended Statistics data and other information related to the Service and also providing for a remote interaction between the Parties under the Agreement, which is accessible to the Client after logging in with the use of the Client’s login and password to Yandex.ru website through application programs (including those for mobile devices) or API.

Extended Statistics shall mean a data set intended for analysis of quantitative and qualitative parameters of the recorded telephone calls made to the Target Telephone Numbers assigned to the Client, which is to be provided by Yandex only in relation to the Active Target Phone Numbers.

Target Telephone Number shall mean a telephone number assigned by Yandex to the Client to be used for provision of the Service.

Active Target Telephone Number shall mean the Target Telephone Number, which is used by Yandex in the provision of the Service to the Client to collect the Extended Statistics, and in relation to which the Client has performed the actions specified in cl.3.5.1 hereof (Target Telephone Number Activation).

Number-Day shall mean a fee payable for the Service for one calendar day in relation to one Active Target Telephone Number of the Client.

Client Website shall mean an Internet-based information resource covered by the Service (with a Yandex.Metrica counter code installed on it), to which the Client has an exclusive ownership right and/or right to use it for the purpose of providing the Service.

1.2. These Terms and Conditions may contain terms not defined in cl.1.1 hereof. In this case, any such term will be construed in accordance with the text of the Terms and Conditions. If the Terms and Conditions do not give an unambiguous definition of such term, the term should be construed in accordance with the definition given, primarily, by the laws of the Russian Federation or, secondarily, that is customary on the Internet.

2. Subject Matter of Agreement

2.1. The subject matter of the Agreement is the Provision of Extended Statistics Service by Yandex to the Client.

3. Terms and Procedure for Provision of Service

3.1. It is an essential condition for the Service to be provided by Yandex to the Client in accordance with these Terms and Conditions that the parties accept, comply with and apply the requirements and provisions set forth in the following documents:

3.2. It is an essential condition for the Service to be provided to the Client that a Yandex.Metrica counter code should be installed by the Client on the Client Website (https://yandex.ru/legal/metrica_termsofuse/). The Client shall be solely responsible for installation of the Yandex.Metrica counter code.

3.3. The Client shall also be responsible for setup of technical parameters of the Client Website necessary to provide the Service and, in particular, specify the Active Target Telephone Number (http://yandex.ru/support/metrika/). Yandex shall not provide any consulting services with regard to setup of technical or other parameters of the Client Website, while providing the Service. Such set up shall be the sole responsibility of the Client.

3.3.1. The Client shall also be responsible for setup of the Web Interface parameters related to the use of the relevant Target Telephone Number to ensure the provision of the Service by Yandex (including, but not limited to, connection of the Target Telephone Number to the Yandex.Metrica counter, traffic sources, etc.).

3.4. The Service shall be provided by Yandex to the Client only in relation to the Active Target Telephone Numbers.

3.5. For the purpose of providing the Service, Yandex shall allocate the Target Telephone Number(s) to the Client.

3.5.1. Upon activation of the Target Telephone Number (including activation of any earlier deactivated Target Telephone Number from the Number Archive section of the Web Interface), the balance of the Client’s personal account shall be not less than the amount equal to the fee for thirty (30) Number-Days multiplied by the number of Target Telephone Numbers activated and in the process of activation by the Client.

3.5.2. For each calendar day (whether complete or incomplete) of the Service (Provision of Extended Statistics), beginning from the commencement date of the Service, Yandex shall, on a daily basis, debit the personal account of the Client for the fee payable for the Service (one Number-Day for each Active Target Telephone Number).

3.5.3. If the Client, within one calendar day, activates one or more Target Telephone Numbers and/or deactivates the Provision of Extended Statistics in relation to one or more Target Telephone Numbers (“Number Deactivation” web-interface option), the fee shall be debited according to the number of the Number-Days equal to the (maximum) number of Active Target Telephone Numbers within such calendar day (irrespective of the number of Active Target Telephone Numbers at the beginning or end of such day).

3.5.4. If, at the beginning of a calendar day, the balance of the Client’s personal account is insufficient to provide the Service in relation to all the Active Target Telephone Numbers within such calendar day, the Service shall be provided in relation to the number of Active Target Telephone Numbers corresponding to the amount of balance of the Client’s personal account divided by the fee per the Number-Day. Yandex shall in its own discretion designate the Active Target Telephone Numbers, which will be covered by the Service in this case.

3.5.5. If any certain Active Target Telephone Number assigned to the Client is not used for provision of the Service due to insufficient balance of the Client’s personal account for a period exceeding fifteen (15) calendar days, Yandex does not guarantee that the Client will have an opportunity to receive the Service related to Provision of Extended Statistics with the use of such certain Target Telephone Number upon expiration of the said period. However, the Extended Statistics data received as a result of the Service provided with the use of the said Target Telephone Number shall continue to be accessible to the Client.

Yandex does not guarantee that the Client will have an opportunity, for the purpose of receiving the Service provided by Yandex, to activate any certain Target Telephone Number covered by the Service earlier, but then deactivated (in particular, any of the Target Telephone Numbers included in the Number Archive web-interface section).

3.5.6. During the period of the Service provision, the Client may show the Target Telephone Number assigned to it by Yandex, in particular but not limited to: а) on the Client Website; b) in the ads placed by the Client. While collecting the Extended Statistics with the use of the Active Target Telephone Number assigned by Yandex to the Client, a communications service provider shall redirect the calls to the telephone number specified by the Client in the Web Interface.

3.5.7. The Client shall, upon completion of the Service provided by Yandex in relation to any certain Active Target Telephone Number, cease to use such telephone number in any way, including, but not limited to, in the Client’s ads or on the Client Website.

3.6. The Service may be ordered by the Client (representative of the Client) through the Web Interface upon logging in to Yandex.ru as an authorized user with the use of the Client’s login and password (including through application programs (including those for mobile devices)).

3.7. The Client may not assign its rights and obligations under the Agreement to third parties.

3.8. The Client shall be solely responsible for the integrity and confidentiality of its account data (login and password). Any actions performed in relation to the Service through the Web Interface with the use of the Client’s login and password shall be deemed to have been performed by the Client. The Client shall be solely responsible to third parties for any actions performed with the use of the Client’s login and password. Yandex shall not be responsible for unauthorized use of the Client’s account data by third parties.

3.8.1. If the Client makes its account accessible to third parties (representatives of the Client) with the use of login and password of such third parties, the Client shall be fully liable for any actions performed by such third parties in relation to the Service. The Client shall be liable for any actions of such third parties (representatives of the Client) as if such actions were performed by the Client.

3.9. The Client acknowledges that exclusively Yandex automated accounting system data (Yandex Statistics) shall be used for purposes of the Agreement, in particular, for determining the number of the Number-Days as well as the cost and amount of the Service.

3.9.1. The Extended Statistics containing personal data of third parties including, but not limited to, phone numbers shall be deemed confidential and may not be disclosed by the Client.

3.10. Yandex shall not provide any guarantees with regard to the use by the Client of the Extended Statistics data and the results (effectiveness) of such use.

3.11. The Service shall be provided in the amount paid for by the Client.

3.12. The Extended Statistics shall be provided by Yandex to the Client exclusively for the purpose of business activities and are not intended for personal, family, home or any other needs irrelevant to the performance of business activities.

3.13. Yandex shall start to provide the Service upon occurrence of all of the following events: receipt of funds paid by the Client as an advance payment for the Service to the bank account of Yandex, provided that such funds are sufficient to provide the Service in relation to the relevant Target Telephone Number; activation by the Client of the relevant Target Telephone Number covered by the Service (if such relevant Target Telephone Number has not been activated by the Client earlier). For the Target Telephone Numbers activated by the Client earlier, provision of the Service shall start from the date the funds paid by the Client as an advance payment for the Service are credited to the bank account of Yandex (provided that the Client’s personal account balance is sufficient for provision of the Service in relation to relevant Target Telephone Numbers).

3.14. The Extended Statistics shall include the following data:

  • number of calls made to the Active Target Telephone Numbers;

  • number of unique phone numbers, from which calls are made to the Target Telephone Numbers;

  • conversion rate for the Target Telephone Numbers (a ratio of the number of visitors to the Client Website, to whom the Target Telephone Number was shown on the Client Website, to the number of calls made to that number);

  • any other additional statistical data may be provided to the Client in relation to calls made to the Target Telephone Numbers.

3.15. While providing the Service, Yandex shall not be responsible for third-party communication services.

3.16. The Extended Statistics shall be accessible to the Client through the Web Interface in the form of reports containing, in particular, call/conversion data broken down by the Target Telephone Numbers, call/conversion data broken down by traffic sources and also information regarding the Client’s call center operation such as the number and duration of calls made to the Active Target Telephone Number including those made from the unique third-party phone numbers, number of unanswered calls made to the Active Target Telephone Number, average time before answer, average call duration and average time before call cancellation.

3.17. Yandex shall reserve its right to suspend the Service and/or terminate the Agreement(s) with the Client unilaterally in the event:

3.17.1. The cost of the Service provided by Yandex under the Agreement becomes equal or exceeds the amount transferred by the Client to the bank account of Yandex as an advance payment for the Service;

3.17.2. The Client violates the Agreement including the Client’s disclosure of Yandex Statistics (see cl.3.9.1 above).

4. Rights and Obligations of Yandex

4.1. Yandex shall:

4.1.1. Provide the Service to the Client in accordance with the Agreement made subject to these Terms and Conditions.

4.1.2. While providing the Service under the Agreement, make Yandex Statistics accessible to the Client (representative of the Client) through the Web Interface with the use of login and password of the Client (representative of the Client), and Yandex shall not be liable for inaccessibility of the statistical data to the Client for reasons not attributable to Yandex.

4.1.3. Ensure confidentiality with regard to the Client (representative of the Client) in accordance with the terms and conditions of the Privacy Policy (https://yandex.ru/legal/confidential/), in particular, through limitation of access to the Web Interface by entering only the Client’s login and password.

4.1.4. The parties have agreed that such obligation of confidentiality with regard to the account data (including personal data) specified by the Client when logging in to Yandex.ru (including through application programs (including those for mobile devices)) and/or when entering into the Agreement, shall not apply to the use of such data by Yandex for the purpose of issuing invoices for the Service, tax invoices to the Client and making completion reports for the provided Service. These documents shall contain the data (including personal data) and details provided by the Client (representative of the Client).

4.2. Yandex may:

4.2.1. Suspend the provision of the Service to the Client under the Agreement temporarily due to technical, operational or other reasons preventing the provision of the Service for a period required to eliminate such reasons.

4.2.2. Suspend the provision of the Service under the Agreement and/or terminate the Agreement before its expiration unilaterally and without legal proceedings by a notice to the Client in the event of the Client’s breach of its obligations and/or warranties undertaken or given in accordance with the Agreement.

5. Rights and Obligations of the Client

5.1. The Client shall:

5.1.1. Install a Yandex.Metrica counter code on the Client Website covered by the Service.

5.1.2. Not misuse the technical capabilities made available to the Client under the Agreement.

5.1.3. Not use, whether alone or together with third parties, the Service and/or system capabilities for the purposes that may be treated as infringement of third party rights or other violation of laws.

5.1.4. Not perform any actions affecting normal operation of the Yandex.Metrica counter code and/or treated as its unfair use.

5.2. The Client may:

5.2.1. Have access to the Statistics according to the established procedure.

5.2.2. Receive the Extended Statistics in relation to one or more Active Target Telephone Numbers and deactivate the Service with regard to one or more Active Target Telephone Numbers.

6. Service Fee, Terms of Payment and Service Acceptance Procedure

6.1. Yandex shall charge a fee for the Service of 11.00 RUB (eleven Roubles) per one Number-Day including VAT (18%). Yandex may change the said fee unilaterally at any time. Any such change shall become effective upon being made public.

6.2. Unless otherwise stated in the relevant provision of these Terms and Conditions, all amounts specified in these Terms and Conditions shall be exclusive of VAT.

6.3. Minimal order for the Service (minimal fee payable for the Service under each invoice) shall be 330.00 RUB (three hundred and thirty Roubles) including VAT, that is equivalent to the fee for 30 Number-Days.

6.4. For the purpose of provision of the Service, the reporting period shall be a calendar month.

6.5. The Client shall pay for the Service in Russian Roubles in non-cash form.

6.6. The Client shall make the Acceptance (full and unconditional acceptance) of these Terms and Conditions by making an advance payment of 100% of the fee payable for the Service under the invoice issued by Yandex in connection with the relevant order for the Service, within five (5) calendar days after the date of such invoice.

6.7. If the Client has made the Acceptance of these Terms and Conditions after completion of the period specified in cl.6.6 above, Yandex shall have the right, at its sole discretion, either to confirm such Acceptance and start to provide the Service or to reject such Acceptance by returning the advance payment to the Client upon its written request.

6.8. The fee for the Service provided to the Client under the Agreement shall be specified in the invoice issued by Yandex to the Client and shall be effective during the period of Acceptance set forth in cl.6.6. above.

6.9. The Client may choose and use any form/means of payment for the Service at its sole discretion. Safety, confidentiality and other terms of using any form/method of payment chosen by the Client are not within the scope of these Terms and Conditions or relations between the parties as to provision of the Service to the Client and, therefore, shall be governed by agreements (contracts) between the Client and respective organizations accepting and processing payments. The fee fixed in these Terms and Conditions does not include any transfer fees or other charges payable to organizations accepting and processing payments. Such fees and charges shall be paid by and at the expense of the Client.

6.10. The Client’s obligation to pay for the Service shall be deemed fulfilled upon receipt of funds to the bank account of Yandex.

6.11. By way of exception, at the discretion of Yandex, for the purpose of starting the provision of the Service, payment may be confirmed by:

6.11.1. a fax copy of relevant payment order;

6.11.2. verification by Yandex of a payment made to Yandex through a payment system, if the Client has made an electronic fund transfer.

6.12. Every month (on the last day of the accounting period) and/or upon completion of the Service under the Agreement (invoice), Yandex shall make a unilateral Services Acceptance Act in accordance with the actual amount of the Service provided in the accounting period, as well as a tax invoice.

6.13. The Service shall be deemed properly provided by Yandex and accepted by the Client in the amount specified in the Act, if there are no reasoned objections in writing received by Yandex from the Client within fifteen (15) calendar days after the end of the accounting period. Upon expiration of the said period, no claims of the Client as to any defects in the Service, including those related to quantity (amount), cost and quality, shall be accepted.

6.14. With respect to any monetary obligations of the Parties under the Agreement, the Parties agreed that the legitimate interest (interest on the principal amount for the period of use of the funds) stipulated by Art. 317.1 of the Civil Code of the Russian Federation shall not be charged.

7. Terms and Conditions Validity Period

7.1. These Terms and Conditions shall come into effect on the date specified in the “Effective Date” line and shall remain valid until revoked by Yandex.

7.2. Yandex shall reserve its right to amend the Terms and Conditions and/or revoke the Terms and Conditions at any time at its discretion. In case of any amendments made by Yandex to the Terms and Conditions, such amendments shall become effective when the amended version of the Terms and Conditions is posted on the Internet at https://yandex.ru/legal/extended_statistics_conditions/, unless any other effective date is specified for such amendments when they are being posted.

7.3. In case of any amendments made to the Terms and Conditions, the Service under a certain order (invoice) paid before expiration of the period of Acceptance set forth in cl.6.6 above shall be provided to the Client in accordance with the Terms and Conditions effective on the date of Acceptance by the Client of the Terms and Conditions related to the relevant order (invoice).

8. Liability and Limitation of Liability

8.1. While providing the Service, Yandex shall in no event be liable for:

8.1.1. any actions/omissions resulting directly or indirectly from actions/omissions of any third parties;

8.1.2. any loss incurred by the Client and/or third parties, irrespective of whether such losses could be foreseen by Yandex or not;

8.1.3. the Client’s use (inability to use) and any consequences of such use (inability to use) of any form of payment for the Service chosen by the Client.

8.2. The total liability of Yandex under any action or claim related to provision of the Service shall be limited to 10% of the amount of the relevant invoice paid by the Client in favor of Yandex for provision of such Service.

8.3. Except for the warranties expressly set forth in these Terms and Conditions, Yandex shall not provide any other warranties, express or implied, under these Terms and Conditions and expressly disclaims any other warranties or conditions related to non-infringement of rights, fitness of the Service for a particular purpose or consistency of the Service with the Client’s expectations.

8.4. Yandex shall not be liable, including for the return of payment, in the event that the Client has not provided an operational and/or technical possibility to provide the Service (in full or in part), including when the Service could not be provided due to failure of the Client Website, but not limited to the foregoing. The Service that could not be received due to the said circumstances shall be deemed provided and, therefore, shall be payable in full.

8.5. The Client shall be fully responsible for the proper use of the Yandex.Metrica counter code in accordance with the Terms of Use (https://yandex.ru/legal/metrica_termsofuse/) and also for the credibility of information specified by the Client when ordering the Service and reliability of the Client’s warranties set forth in Section 10 below.

8.6. Yandex shall not notify the Client of any changes in the Active Target Telephone Number. The Client shall be fully liable for the consequences of specifying the Active Target Telephone Number in the ads placed by the Client including in case of any changes in such number made by Yandex.

8.7. If the Client violates the Agreement, Yandex may suspend the Service until such violation is eliminated by the Client and any damage caused to Yandex as a result of such violation is indemnified (compensated) in full and/or terminate the Agreement. If the Agreement is terminated on the grounds as set forth above, Yandex may collect from the Client by way of deduction any penalties and damage claimed in accordance with the Agreement.

9. Force Majeure

9.1. The Parties shall be exempted from any and all liability for partial or complete non-performance of their respective obligations under the Agreement, if such non-performance has occurred as a result of force majeure circumstances arising after the effective date of the Agreement, or if non-performance by the Parties of their obligations under the Agreement has been caused by extraordinary circumstances, which could not be reasonably foreseen or prevented by the Parties.

9.2. Force majeure circumstances shall include the events beyond the Party’s reasonable control arising through no fault of the Party such as war, riot, strike, earthquake, flood, fire, extreme weather conditions, or similar events and also government regulations, decrees (orders) of government agencies of the Russian Federation or laws and other regulatory documents of competent authorities adopted after signature of the Agreement and preventing the performance of the obligations under the Agreement, as well as acts of public or municipal authorities and their representatives preventing the performance of the Agreement and other unforeseen circumstances including, but not limited to, urban electric network failures.

10. Warranties by the Client

10.1. By its agreement to, and acceptance of, these Terms and Conditions, the Client (representative of the Client) represents and warrants to Yandex that:

10.1.1. Personal data of the Client (representative of the Client) provided by the Client when signing in as a user of the Yandex.ru services and personal data (details) of the Client provided by the Client in payment documents related to the Service are absolutely reliable.

10.1.2. It has all necessary rights and authorities to sign and perform the Agreement, and that the provision of the Service by Yandex does not infringe any third party rights. The Client shall, at its own expense, settle any third party claims related to actions of the Client under the Agreement

10.2. The Client hereby accepts these Terms and Conditions in full and unconditionally and also confirms that:

10.2.1. the Terms and Conditions have been read in full by the Client;

10.2.2. the subject matter of the Terms and Conditions is completely clear to the Client;

10.2.3. the Client fully understands the meaning and consequences of its actions in relation to the Acceptance of the Terms and Conditions and provision of the Service in accordance with the Terms and Conditions.

10.3. The Client hereby acknowledges that the Service is acquired exclusively for the purpose of using the Extended Statistics in business activities.

10.4. The Client (representative of the Client) has all necessary rights and authorities to perform any actions provided by these Terms and Conditions and the Agreement.

11. Termination of Agreement

11.1. The Agreement may be terminated:

11.1.1. by agreement between the Parties at any time.

11.1.2. by either Party in the event of violation of the Agreement by the other Party with a written notice given to the other Party 30 ( thirty) calendar days prior to the date of termination.

11.1.3. or otherwise as may be provided by these Terms and Conditions.

12. Miscellaneous

12.1. The Agreement and its execution, performance and termination shall be governed by the applicable laws of the Russian Federation. Any other matters not covered or incompletely covered by the Terms and Conditions shall be governed by the substantive law of the Russian Federation. If any dispute arising between the Client and Yandex in relation to the Agreement has not been settled by the Parties amicably, such dispute shall be referred for consideration to the Moscow City Arbitration Court according to the procedure established by the applicable laws.

12.2. Any notices and other communication under the Terms and Conditions related to the performance of the Service may be sent by one Party to the other Party by e-mail to the relevant e-mail addresses of the Parties. E-mail address of Yandex shall be as specified in Section 13 below in addition to other e-mail addresses at yandex-team.ru domain (those in the following form: "handle"@yandex-team.ru, where "handle" is an identifier of an e-mail address holder). The Client (representative of the Client) shall use an e-mail address of Yandex.ru user specified in the database of the Passport service at Yandex.ru. A notice shall be deemed delivered upon receipt by the sending Party of a message transmitted by the receiving Party’s mail server of the successful delivery of such notice to the addressee, unless otherwise specified in these Terms and Conditions.

12.3. If any provision of these Terms and Conditions is held to be invalid or illegal or cannot take effect in accordance with the applicable laws of the Russian Federation, such provision shall be excluded from the Terms and Conditions and replaced with a provision most closely matching the intent of the original provision of these Terms and Conditions, while the other provisions of the Terms and Conditions shall not be affected and shall remain in force and effect.

13. Yandex Details

Name: YANDEX LLC

Registered Office Address: 16 Leo Tolstoy St., Moscow 119021, Russia, Russian Federation

Address for Notices: 16 Leo Tolstoy St., Moscow 119021, Russia, Russian Federation

Tel.: +7 (495) 739-7000

Fax: +7 (495) 739-7070

E-mail: support@metrika.yandex.ru

Bank Details:

INN 7736207543 KPP 997750001

A/c: 40702810138110105942

with Sberbank of Russia (OJSC), Moscow (Donskoye Branch of Sberbank 7813)

Corr. acc: 30101810400000000225

BIC 044525225

 

Previous version of the document: https://yandex.ru/legal/extended_statistics_conditions/20062017/.

Previous version of the document: https://yandex.ru/legal/extended_statistics_conditions/01062015/.

Previous version of the document: https://yandex.ru/legal/extended_statistics_conditions/20062013/.