«Yandex.Market» Service Offer

This document is a translation of «Yandex.Market» Service Offer in English. In case of conflict between the Russian version of «Yandex.Market» Service Offer and this translation — only the Russian version of «Yandex.Market» Service Offer is legally binding. The Russian version of «Yandex.Market» Service Offer can be found here: https://yandex.ru/legal/oferta_market/?lang=ru.

Russian Federation, Moscow

Date of placement: November 06, 2020

Effective Date: November 06, 2020

This document constitutes the offer from the limited liability company «Yandex.Market» (hereinafter — «Yandex») to enter into «Yandex.Market» services Agreement on the following terms and conditions.

1. Terms and definitions

1.1. For purposes hereof the following terms shall have the following meaning:

Offer acceptance — shall be understood as a complete and unconditional acceptance of the Offer through actions specified in clauses 6.2. and 6.4. in the Offer;

«Yandex.Market» Database — is the reference system that contains information on products designed for potential buyers (consumers) of goods;

Client web-interface — a software interface of interaction of the Customer with Yandex.Market system, which contains information about the Customer, statistics and other information in respect of the Services, and enables remote interaction of the Parties under the Agreement, which is available to the Customer after the authorization using Customer login and password on the Yandex website, through application programs (including programs for mobile devices) or API;

Statistics data — the data of automated tracking accounting system of Yandex, which in particular may contain information about the number of Clicks and Impressions, cost of Services and other information relating to the placement of Materials in electronic form;

Agreement — repayable Agreement between the Customer and Yandex for rendering of Services, which is concluded by means of Offer acceptance;

Customer (Client) — a person who carries out the Offer Acceptance and is an advertiser and ordering customer of Services under the concluded Agreement;

Click — a user’s call by reference from the Link, contained in the Materials;

Customer (Client) duplicate party shall be understood as a party different from the Customer, regardless of its form of legal incorporation, which offers a list of Goods, same as or similar to that of the Customer and/or has identical details (location of points of sale or self-delivery, contact telephone numbers, e-mails, etc.). Under all circumstances Customer (Client) duplicated party shall be understood as a party, exercised farfetched injurious increase of Materials, the main purpose of which is a non-competitive increase of Clicks;

Materials — advertising-promotional materials provided by the Customer that contain information about the range, prices, specifications, availability of goods offered in the store of the Customer to potential buyers in the current period, information on location of the retail outlets of the Customer, images, descriptions and other information as may be agreed by the Parties regarding product offerings and/or the Customer’s store;

The Location — a place on the web pages of informational resources in the Internet or in the Yandex.Market Service, selected for placing (showing) Materials and/or their certain constituent parts (images, descriptions, etc.);

Offer — the present document «Offer for rendering of «Yandex.Market» services» placed in the Internet at: https://yandex.ru/legal/oferta_market;

Impression — placement/viewing of Materials at Locations;

User — a person who is a visitor/user of the informational resources (websites, applications, computer programs, etc.) of Yandex in the Internet;

Yandex.Market Service — means all websites (including but not limited to those, located in the Internet at: http://market.yandex.ru), applications (including programs for mobile devices) of Yandex or its affiliates that provide access to Yandex.Market Database, including an application (a program for mobile devices) “Market.Prices”;

Yandex.Market Marketplace — website http://pokupki.market.yandex.ru and Yandex.Market mobile app;

Link — a text link or image included by the Customer in Materials which leads the users who clicked to:

A) an information resource (site) on the Internet (site of the Customer / store of the Customer), address (URL) stated by the Customer;

B) special sections of Yandex.Market Service «Stores», «Look at the map», containing information about the retail outlets of the Customer;

C) Store offers card (as this term is defined in the General terms and conditions for Yandex.Market Services placed on the Internet at: https://yandex.ru/legal/market_general.

as well as the text link or image with the telephone number supplied by the Customer for the given Materials. The User has an opportunity to make a call by this number by using software providing for various types of communication.

Services — Yandex services associated with placement of Materials at the Locations (the services provided for by paragraph 2.1.1 of the Offer), and services in promotion of the Product Card containing the Customer’s Product Offering, among other Product Cards located on the Yandex.Market Marketplace (services provided for by paragraph 2.1.2 of the Offer);

Chat — chat used by the Customer to interact with Users in the Yandex.Market Service, created by the Customer in the Yandex.Dialogs service on the terms published at: https://yandex.ru/legal/dialogues_termsofuse and corresponding to the requirements indicated on the page: https://tech.yandex.ru/dialogs/alice/doc/requirements-docpage.

1.2. With regard to the Service in Promotion on the Yandex.Market Marketplace, the terms are used as defined in the Yandex.Market Marketplace Service Agreement posted on the Internet at: https://yandex.ru/legal/marketplace_service_agreement.

1.3. The Offer may use the terms, not defined in the section 1.1. of the Offer. In this case, the interpretation of the term shall be in accordance with the text of the Offer. In the absence of clear interpretation of the term in the text of the Offer one should be guided by the interpretation of the term defined: primarily — in the Russian legislation, secondarily — on the Yandex.Market Service, and thereafter — as exists (common) on the Internet.

2. Subject of the Agreement

2.1. The subject of the Agreement is the provision of paid services by Yandex to the Customer on the terms of the Offer. The services shall include:

2.1.1. Placement of Customer’s Materials at Locations by Yandex (Yandex.Market Services);

2.1.2. promotion of the Product Card containing the Customer’s Product Offering among other Product Cards located on the Yandex.Market Marketplace (hereinafter referred to as the Services in Promotion on the Yandex.Market Marketplace).

2.2. The subject of the Agreement does not include the placement of the Customer’s Materials by Yandex on the Yandex.Market Marketplace.

2.3. The subject of the Agreement does not include the provision by Yandex of the Yandex.Market Marketplace Services rendered in accordance with the Yandex.Market Marketplace Service Agreement (https://yandex.ru/legal/marketplace_service_agreement).

3. Terms and conditions for rendering services

3.1. The acceptance and observance of requirements and provisions set forth in the Offer and defined by the below mentioned documents by the Customer, as well as their application to the parties under the Agreement is obligatory condition for the provision of Services by Yandex:

3.2.Unless otherwise provided by the General Terms Yandex proceeds with rendering the Services specified in the paragraph 2.1.1 of the Offer to the Customer after the aggregate execution of the following conditions by the Customer:

3.2.1. The Customer provided the Materials, which correspond to the requirements of the Agreement;

3.2.2. The Customer has executed Offer acceptance.

3.3. Yandex shall proceed to render the Service specified in paragraph 2.1.2 of the Offer to the Customer from the moment the Customer fulfills all of the following conditions:

3.3.1. The Customer has entered into the Yandex.Market Marketplace Service Agreement with Yandex (https://yandex.ru/legal/marketplace_service_agreement);

3.3.2. The Customer has provided the Materials that meet requirements of the Yandex.Market Marketplace Service Agreement (https://yandex.ru/legal/marketplace_service_agreement);

3.3.3. The Customer has executed the Offer Acceptance in the Personal Account on the Yandex.Market marketplace.

3.4. The Customer shall prepare the Materials independently and provide them to Yandex, in the manner described in the document «Requirements to the Data Transmission Format and Method» and in the Marketplace Service Agreement (https://yandex.ru/legal/marketplace_service_agreement). The Customer shall be solely and completely liable for the compliance with applicable legislation as a person that establishes into a form suitable advertisements placement and guarantees that the Materials provided by the Customer to Yandex for placement in order mentioned above fully comply with applicable law.

3.4.1. Information about the location of the retail outlets of the Customer and other information, agreed by the Parties can be delivered through the Client web interface.

3.5. In the event the Customer provides the Materials in violation of regulations and requirements specified in the Agreement (including the General Terms), Yandex shall be entitled to refuse to place such Materials, and to suspend or terminate its Services related to those Materials, or terminate the Agreement.

3.6. The Locations of the Materials are determined in accordance with terms of the document «General terms and conditions».

3.7. Customer shall not be entitled to assign its rights under the Agreement to any third party without Yandex's prior consent. Customer shall undertake to confirm availability of such consent.

3.8. The Services are rendered to the Customer in the scope, corresponding to the amount of the advance payment made by him (unless otherwise provided for by the Offer). Yandex reserves the right to immediately suspend the Services provision and or terminate the Agreement unilaterally if the cost of services provided by Yandex under the Agreement has become equal to or exceeded the amount transferred by the Customer to the current account of Yandex or YANDEX LLC as a prepayment for rendering services.

3.9. The Customer shall be solely responsible for maintaining the confidentiality of the registration data (login and password). Any actions connected to placement of the Materials through the Client web-interface using the login and password of the Customer, shall be deemed performed by the Customer. The Customer shall be solely responsible to third parties for any actions performed by using the login and password of the Customer.

3.10. Customer acknowledges that, for the purposes of the Agreement, in particular, for determination of the number of impressions, number of clicks, cost of the Services, as well as the start date and period of Service rendering only Yandex Statistics Data are used.

3.11. Under the Agreement Yandex shall not carry out placement of Materials that contain information on works or services.

3.12. Conditions for the Provision of the Service in Promotion on the Yandex.Market Marketplace:

3.12.1. Within the framework of the Service in Promotion on the Yandex.Market Marketplace, Yandex shall provide the Customer with the opportunity to assign a Rate for the Product Card containing the Customer’s Product Offering in the Personal Account of the Yandex.Market marketplace, within the amount specified, to promote the said Product Card among other Product Cards:

  • located on the pages of the Yandex.Market Marketplace with the products included in one whole product category (the list of product categories is available in the Catalog tab of Yandex.Market Service),
  • as well as those found in accordance with the User search query and displayed on the pages of the Yandex.Market Marketplace with search results.

3.12.2. The Customer shall independently determine the Product Card containing the Customer's Product Offering, for which the Rate within the amount specified by the Customer is to be set.

3.12.3. The Service in Promotion on the Yandex.Market Marketplace shall be provided only if the Customer's Product Offering is displayed in the Product Card in accordance with the Yandex.Market Marketplace Service Agreement (https://yandex.ru/legal/marketplace_service_agreement).

The Customer has been notified and agrees that several Customers may set Rates for one Product Card at the same time. The Service in Promotion on the Yandex.Market Marketplace shall be provided to the Customer whose Product Offering is displayed in the specified Product Card when the User clicks on it.

3.12.4. As part of the Service in Promotion on the Yandex.Market Marketplace, the Customer shall set the Rate on the Product Card in the same amount and simultaneously for all pages of the Yandex.Market Marketplace specified in paragraph 3.12.1 of the Offer. The Customer shall not be given the opportunity to set different Rates for the same Product Card on different pages of the Yandex.Market Marketplace. The Customer shall not be given the opportunity to select pages of the Yandex.Market Marketplace from those specified in paragraph 3.12.1 of the Offer for setting the Rate for the Product Card.

3.12.5. The Customer agrees that the selection of Product Cards and Product Offerings for display on the Yandex.Market Marketplace on the pages specified in paragraph 3.12.1 of the Offer takes into account a number of parameters determined at Yandex sole discretion, including the Rate per Product Card, relevance to the User's search query, Click-Through Rate (CTR).

3.12.6 The Customer understands, accepts and agrees that the Rate assigned by the Customer to the Product Card containing the Customer’s Product Offering shall be applied on the pages of the Yandex.Market Marketplace specified in paragraph 3.12.1 of the Offer only when the Product Cards are displayed according to the popularity criterion (sorting). If a Yandex.Market Marketplace User chooses a different criterion for displaying Product Cards on the pages specified in paragraph 3.12.1 of the Offer, the Customer’s Rate for the Product Card shall not apply.

3.12.7. The Customer understands, accepts and agrees that setting the Rate for the Product Card does not always entail a change in the location of the Product Card containing the Customer’s Product Offering.

3.12.8. The maximum value of the Rate for the Product Card shall be RUB 2,520.

Yandex shall unilaterally set and change the minimum value of the Rate for the Product Card, as well as the interval for the Customer to set the value of the Rate for the Product Card. Information about the minimum value of the Rate for the Product Card, the interval for setting the value of the Rate for the Product Card by the Customer shall be communicated to the Customer in the Personal Account. At the same time, the Customer shall independently monitor changes in the minimum value of the Rate for the Product Card, the interval for setting the value of the Rate for the Product Card by the Customer using the Personal Account.

If the Customer sets the Rate for the Product Card being more than the maximum or less than the minimum allowable, then the Rate for the Product Card shall be equal to the maximum or minimum allowable value, respectively.

4. Rights and obligations of the parties

4.1. Yandex shall undertake:

4.1.1. To provide the Customer with Services in accordance with the Agreement, concluded on the terms of the Offer.

4.1.2. While rendering Services under Agreement, provide the Customer with possibility to examine the Statistics Data, using Client web interface, at the same time Yandex is not responsible for in case of impossibility of examining the Statistics Data by the Customer due to reasons beyond the control of Yandex.

4.1.3. To place the Materials, exported by the Customer in the Yandex.Market Database subject to observance of the requirements, contained in the documents mentioned in art.3.1. of the Agreement.

4.1.4. To return the Customer on his written request prepayment amount minus cost of Services, actually provided by Yandex at the time of termination of the Agreement, in case of refusal of the Customer to execute the Agreement under the terms and conditions stated in the Offer. Refund is made within five working days after the receipt by Yandex of the duly executed written Customer's request and, where necessary, other documents that identify the Customer.

4.2. Yandex shall be entitled:

4.2.1. To suspend provision of the Services under the Agreement to the Customer on the temporary basis for technical, technological or other reasons, which prevent rendering the Services, for the cure period.

4.2.2. To suspend the provision of Services under the Agreement and/or terminate the Agreement in unilateral extrajudicial manner by notifying the Customer in the following cases: a) violation by the Customer of the obligations, stipulated by paragraphs 4.3.2., 4.3.3., 4.3.6., 4.3.10. of the Offer and b) in cases stipulated in https://yandex.ru/support/partnermarket/quality/critical-mistakes.html; c) violation of any other obligations of the Customer under the Agreement.

4.2.3. Carry out any actions (control activities) as to verify whether the contents of the Materials submitted by the Customer meet the requirements specified in the Agreement. Any findings obtained through control activities shall be regarded as a sufficient, but not the only, reason as to establish that Materials do not meet the requirements listed in the Agreement. In this case, Yandex shall individually determine the methods, frequency and grounds as to carry out control activities.

4.2.4. To suspend the rendering of the Services and/or unilaterally terminate the Agreement(s) with the Customer if the Customer has debts for payment of Yandex Services (in particular violated the term of payment for Services rendered to the Customer under the Agreement concluded on the deferred payment terms), as under Agreements concluded on the terms of this Offer, as well as for other Agreements concluded between the Customer and Yandex.

4.2.5. To amend the Offer, General terms and conditions and other documents specified in paragraph 3.1 of the Offer in the manner stated by the Offer.

4.2.6. During the placement of the Materials on the Locations the impressions of Materials may be accompanied by additional information material of the Yandex.Market Service (such as marks of the goods/shops, comments concerning the goods/materials, but not limited).

4.2.7. To suspend the Services and/or unilaterally terminate the Agreement(s) with the Customer, if an audit Yandex conducted to check a negative comment / negative comments on the Customer found in User feedback; feedback forms on the Reference pages; User replies to system notifications sent by the Service; help desk inquires of Users by e-mail and/or phone, makes Yandex conclude that there is a good reason to take appropriate measures.

4.3. The Customer shall undertake:

4.3.1. To export the Materials in compliance with technical requirements specified by the «Requirements to the Data Transmission Format and Method» document (paragraph 2.1.1 of the Offer) and Yandex.Market Marketplace Service Agreement (paragraph 2.1.2 of the Offer).

4.3.2. To comply with all applicable requirements of Yandex for advertising materials and terms of placement under the Offer (paragraph 2.1.1 of the Offer), Yandex.Market Marketplace Service Agreement (paragraph 2.1.2 of the Offer), as well as all applicable standards and requirements of current legislation, including the Federal Law «On advertising», intellectual property legislation, the competition law, when preparing, creating, modifying the Materials, but not limited to the above mentioned.

4.3.3. To provide the Materials which content corresponds to the current offers of the Customer's store and to comply with stated conditions of sale of goods.

4.3.4. To provide the Materials only in relation to goods offered for sale on the Customer’s website, seller of which is the Customer.

Customer must register in the Yandex.Market Marketplace program (https://yandex.ru/legal/market_rules_marketplace) in order to provide the Materials in relation to goods offered for sale on the Customer’s website, the seller of which is a third party other than the Customer.

4.3.5. To provide information about the Customer's website, using Client web interface, regardless of the presence or absence of the possibility of ordering/purchasing of goods directly on the website of the Customer.

4.3.6. To ensure operability of Customer's website with regard of the Materials that are provided, the possibility of Users access to the website, when clicking the corresponding Link of the Customer.

4.3.7. To ensure the presence of reliable information about the seller and goods (works, services) on the Customer's website, in the scope, required by Russian legislation.

4.3.8. Upon Yandex request and within the period not exceeding three calendar days from the moment of the receipt of such request, present the dully authorised copies of the documents, confirming the information about the seller, placed at the Customer's website, as well as submitted to Yandex as part of the Materials. The parties acknowledge, that the information about the seller is not confidential.

4.3.9. To pay for Yandex Services under the Agreement in the manner and procedure, specified in the Offer (Agreement).

4.3.10. To use the Client web interface according to the rules established by Yandex and outlined in the Client web interface.

4.3.11. The Customer agrees that during the placement of the Materials on the Locations the impressions may be accompanied by additional information material of the Yandex.Market Service (such as marks of the goods/shops, comments concerning the goods/materials, but not limited).

4.3.12. The Customer may be given the opportunity to interact with Users using Chats. Interacting with Users in the Service through the Customer’s Chat, the Customer undertakes to comply with the requirements of regulatory documents specified in clause 3.1. of this Offer, as well as the Terms of Use of the Yandex.Dialogs Service (https://yandex.ru/legal/dialogues_termsofuse), and special requirements published at: https://yandex.ru/support/partnermarket/efficiency/dialogs.html#dialogs__requirements.

Yandex.Market has the right to unilaterally make changes to the requirements, while the Customer undertakes to independently monitor such changes.

4.4. The Customer shall be entitled:

4.4.1. To access the Statistics Data in the prescribed manner.

4.4.2. To modify the Materials (including the terms of placement) at any time in compliance with all requirements established by the Agreement.

4.4.3. To suspend and/or terminate the placement of the Materials at any time.

4.4.4. To repudiate the Agreement unilaterally by written notice to Yandex, in case of disagreement with amendments, made by Yandex to General terms and conditions and other documents specified in paragraph 3.1 of the Offer, no later than 7 (seven) calendar days from the date of taking the specified changes into effect and after paying the Yandex for actual Service provided. The Agreement shall be deemed terminated from the moment of the receipt of Customer's notice by Yandex.

5. Cost of services and procedure of settlements

5.1. The cost of Services, provided by Yandex under the Agreement is determined in accordance with Yandex Statistics Data on the basis of price per Click and number of Clicks for the accounting period.

5.1.1. At the same time, in rendering the Service specified in paragraph 2.1.1 of the Offer, the prices for Clicks are agreed by the Parties during the rendering of Yandex.Market Services, taking into account the maximum prices for Clicks set by the Customer, the minimum prices for Clicks set by Yandex, as well as Locations and conditions of Materials placement in accordance with the General Terms and Conditions and are reflected in the Yandex Statistics data.

5.1.2. The cost of the Service in Promotion on the Yandex.Market Marketplace shall be determined based on the Rate set by the Customer for the Product Card containing the Customer’s Product Offering and the number of User clicks on the Product Card. In this case, the Rate for the Product Card shall be agreed upon by the Parties taking into account the prices for Clicks set by the Customer, the minimum and maximum prices for Clicks set by Yandex, and in accordance with the General Terms and Conditions and reflected in the Yandex Statistics Data.

At the same time, only such clicks on the Product Card on the pages specified in paragraph 3.12.1 of the Offer shall be taken into account in the cost of the Service in Promotion on the Yandex.Market Marketplace, as a result of which the User can get familiarized with the Customer’s Product Offering.

5.2. Accounting period of Services rendering is set within a calendar month.

5.3. Payment for Services is made by the Customer in Russian rubles by bank transfer.

5.3.1. For the purposes of cost of rendered Services considerations, particularly in Yandex Statistics Data, conventional units (c.u.) may be used. Relation of c.u. to the currency of settlement under the Agreement (RUR) is indicated in the General Terms and Conditions / Rules and in the Client web interface.

5.4. The Services are provided to the Customer under the terms of advance payment for Services. Customer makes an advance payment of 100% (One Hundred percent) of the total cost of ordered Services on the basis of invoice issued by Yandex for the Customer (the «Invoice») within 5 (five) calendar days from the date of Invoice. For the purposes of the Offer, the period, calculated in calendar days, does not include public holidays. Payment of the Invoice by the Customer shall constitute the Offer Acceptance and shall involve entering into the Agreement on terms and conditions of the advance payment (paragraph 6.2. of the Offer).

5.5. In the course of rendering Services the Customer may get the partial deferral of payment for the Services rendered by Yandex (in the text — «Deferral of payment»).

5.6. Payment by the Customer shall be deferred at the discretion of Yandex subject to the following conditions that are observed simultaneously:

5.6.1. The Customer is the resident of RF and regularly orders the Services, in particular:

  • Services were provided by Yandex to the Customer not less than in four reporting periods for the last six months preceding the current date;
  • average cost of the Services rendered by Yandex to the Customer for the last six months preceding the current date is not less than 10 000 (ten thousand) roubles.

5.6.2. The Customer has no debts to Yandex and YANDEX LLC for payment of Services under any Agreement (s). The Customer for the preceding six months did not violate the term of payment for Services rendered to the Advertiser under the Agreement on the deferred payment terms.

5.6.3. Customer has the payment password on the Yandex website, which is used on a mandatory basis for issuing of Invoice according to which the Deferral of payment is presented.

5.6.4. Customer is not an agency, inuring to the benefit of and at the expense of Yandex, or agency acting for and on behalf of third parties (end advertisers) when purchasing the Service.

5.6.5. No bilateral written Agreement for rendering of Services with the following (full or partial) payment for Services on the fact of their rendering, acting at the present moment, is concluded between the Customer and Yandex.

5.6.6. The Customer performed the Offer Acceptance on the terms of Deferral of payment (paragraph 6.4. of the Offer).

5.7. The offer from Yandex to enter into the Agreement on the Deferral of payment terms shall be supported by granting the Customer the opportunity to issue Invoice with Deferral of payment through the Client web interface (active option «Make deferred payment»).

5.8. Deferral of payment is granted for the period of 15 (fifteen) calendar days after the issuance of the Invoice. Within the designated period the Customer shall pay the cost of Services ordered at a rate of 100% (hundred percent) from the amount of the Invoice.

5.9. Deferral of payment is available for payment of Services, the total value of which (Invoice amount) does not exceed the amount calculated individually for the Customer in accordance with his history of orders and specified in the Client web interface as a condition of the Agreement with Deferral of payment, in particular, the maximum allowed amount of deferred payment is specified.

For the purposes of the present paragraph of the Offer, the period, calculated in calendar days, does not include public holidays.

5.10. The Parties hereby agree that in the framework of the Agreement Yandex has the right to settle the funds that are transferred under the Invoice (paragraph 6.2. of the Offer), to repay the debt, which was formed under other Agreements concluded between Yandex and the Customer.

5.11. Services shall be considered paid by the Customer, after receiving by Yandex confirmation from the bank on the receipt of all amount of payment to the account of Yandex or YANDEX LLC. In some cases, at sole discretion of Yandex, a confirmation of the fact of payment may be: a) The facsimile copy of a payment order with bank stamp on payment for bank transfer payment, b) facsimile copy of the receipt with stamp of the bank through which payment is made, and c) verification by Yandex of the fact of payment to Yandex using payment system in the case of electronic payment by the Customer.

5.12. The Parties hereby agree that if at the time of termination or cancellation of the Agreement amount of prepayment for Services made by the Customer, exceeds the cost of Services actually rendered to the Customer under the Agreement, the difference between these amounts can be considered paid to the Customer at the request of Customer as payment (prepayment) of Services within the frameworks of other (including future) Agreements, except: 1) when otherwise expressly provided by the terms of the Offer and 2) when otherwise agreed by the Parties in addition at the termination or cancellation of the Agreement. The present condition remains in force and effect even after the cancellation or termination of this Agreement.

5.12.1. On a monthly basis (on the last day of the reporting period) and/or on the last day of the Services provision under the Agreement (Account), Yandex shall generate a unilateral Certificate of Services Rendered for each type of the Services provided in accordance with the scope of Services actually provided in the reporting period. The General Terms and Conditions, Rules or the Yandex.Market Marketplace Service Agreement may provide for a different procedure and terms for the generation of the Certificates of Services Rendered.

5.12.2. Services considered to be provided by Yandex and properly accepted by the Customer in the amount specified in the Act, if, within fifteen days after the end of the accounting period, Yandex has not received from Customer motivated written objections.

At the end of the period specified above, the claims of the Customer on the Act, including the amount (scope), cost and quality of services will not be accepted.

5.13. 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.

6. Offer Acceptance and conclusion of the Agreement

6.1. Actions specified in clauses 6.2. and 6.4. of the Offer shall not be regarded as appropriate Offer acceptance, in the event those were carried out by:

  • a party that Yandex or YANDEX LLC had entered into the Agreement with and had terminated that Agreement, as the said party had violated the provisions of the Offer, and

  • the Customer (Client) duplicate party, that Yandex or YANDEX LLC had entered into the Agreement with and had terminated the Agreement, as the party had violated the provisions of the Offer.

The said actions shall not lead to renewal of any of Yandex's obligations.

The provisions specified in this clause shall not cover the cases when Yandex performed some definite actions confirming that it admits the acceptance, carried out by the said parties, as appropriate (the actual commencement of the Services).

Yandex shall be entitled to individually determine any technical ways to limit the Offer Acceptance as related to the said parties.

6.2. Customer makes Offer Acceptance by advance payment against of Invoice for Yandex Services, in respect of which the Agreement is entered into within 5 days from the date of Invoice.

6.3. In case the Customer has made Offer Acceptance within a period exceeding that specified in Invoice, Yandex has the right, at its sole discretion, accept such Offer Acceptance and start providing Services or refuse such Offer Acceptance, returning the advance paid amount to the Customer.

6.4. In the case of a entering into the Agreement on deferred payment terms Customer accepts the Offer by performing the following actions:

  • expression of consent with the conclusion of the Agreement with a deferred payment by pressing the «Agree» button in the Client web interface (paragraph 2.1.1 of the Offer) and/or in the Personal Account (paragraph 2.1.2 of the Offer);

  • invoicing for Services provided with a deferred payment.

If after fifteen (15) calendar days from the date of the Invoice with a deferred payment, the Customer has not paid the Invoice and in the specified period the fact of the rendering of Services under such Invoice is not present (in particular, the Customer has not started placement of the Materials), Yandex has the right to cancel the Invoice and the corresponding Agreement cease to have effect.

6.5. The Parties agree that:

6.5.1. if the Customer accepts the Offer on or after 24.05.2016 г., Yandex shall act as a provider of Services to the Customer, even if the Customer paid for these services against Invoices issued by YANDEX LLC after the said date. In this respect, the Parties acknowledge that payment of an Invoice issued by YANDEX LLC to the Customer after the said date constitutes proper acceptance of Yandex’s Offer by the Customer.

6.5.2. if the Customer accepts the Offer prior to 24.05.2016 г., the services under the relevant Agreement (Invoice) shall be provided to the Customer by YANDEX LLC (OGRN 1027700229193, place of business: 16 Leo Tolstoy St., 119021 Moscow, Russia, Russian Federation) under the terms stipulated by this Offer.

7. Duration and changing conditions of the Offer

7.1. An Offer becomes effective on the date specified in the «Effective Date» and shall remain valid until withdrawal of the Offer by Yandex.

7.2. Yandex reserves the right to amend the terms of the Offer (including the documents specified in paragraph 3.1 of the Offer) and / or withdraw the Offer at any time at its discretion. In case of changes to the Offer (the documents specified in paragraph 3.1 of the Offer) by Yandex, such changes shall become effective upon placement of the modified text of the Offer (the documents specified in paragraph 3.1 of the Offer) at https://yandex.ru/legal/oferta_market (the addresses specified in paragraph 3.1 of the Offer), if different commencement of such changes is not defined additionally at such placement.

8. Duration and amendment of the Agreement

8.1. Offer Acceptance by the Customer, made in accordance with paragraph 6 of the Offer creates the Agreement (Article 438 of Russian Federation Civil Code) on the terms of the Offer.

8.2. Agreement enters into force upon Offer Acceptance by the Customer, and is valid until: a) the Parties fulfil obligations under the Agreement, namely the payment of the cost of Services by the Customer, and rendering of Services by Yandex in an amount corresponding to the cost of Services, or b) the termination of the Agreement

8.3. Customer acknowledges and agrees that changes to the Offer (including the documents specified in paragraph 3.1 of the Offer) results the introduction of these changes in Agreement concluded and acting between the Customer and Yandex, and these changes to the Agreement shall enter into force simultaneously with changes in the Offer (including the documents specified in paragraph 3.1 of the Offer).

8.4. In case of withdrawal of the Offer by Yandex during the term of the Agreement, the Agreement shall be deemed terminated from the date of withdrawal, unless otherwise provided by Yandex when withdrawing the Offer.

9. Termination of Agreement

9.1. Agreement may be terminated:

9.1.1. upon agreement of the Parties at any time;

9.1.2. by Yandex in case of violation by the Customer of provisions of the Agreement immediately with written notice to the Customer;

9.1.3. for other reasons specified in this Offer and / or the current legislation of Russian Federation.

9.2. Obligations of the Parties under the Agreement which by its nature should continue to act (including obligations relating to confidentiality of the settlement, the use of information, but not limited to the above mentioned) will remain in force after the termination of the Agreement.

9.3. Termination of the Agreement for any reason does not relieve the parties from liability for breach of the Agreement’s conditions arising during its term.

10. Warranties

10.1. During the term of the Agreement Yandex will make all reasonable efforts for curing any failures and errors if they occur. At the same time Yandex shall not guarantee absence of errors and failures when placing materials, including in terms of the software operation.

10.2. Except for the warranties expressly set forth in the text of the Offer, Yandex makes no other express or implied warranties under the Agreement and shall directly waive any warranties or conditions as to non-infringement of rights and correspondence of Services to specific goals of the Customer.

10.3. Performing the Offer Acceptance the Customer (or a representative of the Customer, including an individual duly authorized to conclude the Agreement on behalf of the Customer) represents and warrants to Yandex that:

10.3.1. The Customer (the Customer Representative) stated true details, including personal details, of the Customer (the Customer Representative) upon registration as a user on Yandex and true details, including personal details, when executing payment documents in relation to the Services.

10.3.2. The Customer agrees for Yandex to processes personal data, specified by the Customer when registering at Yandex and / or at the entering into the Agreement, including the performance by Yandex of actions under paragraph 3 of Article 3 of the Federal Law dated 27.07.2006 № 152-FZ «On personal data», by any means, for purposes of conclusions and execution of this Agreement

10.3.3. The Customer (the Representative of the Customer): a) fully read the terms of the Offer, b) fully understands the subject of the Offer and the Agreement, c) fully understands the meaning and consequences of their actions on the conclusion and execution of this Agreement

10.3.4. The Customer (Representative of the Customer) has all the rights and powers necessary for the conclusion and execution of this Agreement.

10.3.5. Placement (reproduction, impression), or otherwise use of the Materials under the Agreement by Yandex as well as Materials (their contents) where Link shall lead to the Users shall not violate and shall not involve violation of any rights of third parties and applicable law, in connection with which the Customer bears responsibility in accordance with paragraphs 11.5, 11.6., 11.7. of the Offer.

10.3.6. Goods, whose details are contained in the Materials submitted by the Customer, were legally put into civil circulation within Russian Federation and/or within the state where the said goods are sold and/or the state the said goods are delivered to.

10.3.7. The goods, information about which is contained in the Materials provided by the Customer, comply with all the requirements of the legislation of the Russian Federation, including the legislation on technical regulation. The goods, information about which is contained in the Materials provided by the Customer, are not falsified and / or counterfeit.

11. Responsibility and Limitation of Liability

11.1. For breach of the Agreement the Parties shall be held liable as established by the Agreement and/or by the applicable law of the Russian Federation.

11.2. Under no circumstances Yandex shall be held liable under Agreement for: a) any indirect damages and or loss of profits by the Customer and/or third parties regardless of whether was Yandex able to foresee possibility of such damages or not; b) the use/inability to use by the Customer and/or any third-party of any tools and/or methods of transmission/receipt the Materials and/or information.

11.3. The aggregate amount of liability of Yandex under the Agreement, including the size of penalties (fines, penalties) and/or recoverable damages for any claim or claims in respect of the Agreement or its execution, is limited to 10% of the cost of Services under this Agreement.

11.4. Parties are not responsible for the partial or total failure to perform obligations under this Agreement, if this failure was due to force majeure, which arose after the conclusion of the Agreement, or if the failure by the Parties under the Agreement was the result of extraordinary events, which the Parties could not foresee or prevented by reasonable measures.

11.5. The Customer is fully responsible for a) compliance with all legal requirements, including the law on advertising, intellectual property, competition, but not limited to, the content and form of materials and materials for which Customer establishes a Link from the Materials, use of the site (domain name of site), to which the Link leads, other actions undertaken by him as an advertiser and/or the advertisement producer, and b) the reliability of the information specified during registration as a user on Yandex, the reliability of the information specified in the Materials.

11.6. The Customer is fully responsible for the compliance of the Goods, information about which is contained in the Materials provided by the Customer, with all the requirements of the legislation of the Russian Federation. The Customer is fully responsible for the fact that the Goods are not falsified and / or counterfeit.

11.7. Taking into account the conditions of the paragraph 11.5, 11.6 of the Offer, the Customer shall by its own efforts and at its own expense settle disputes and settle claims of third parties in respect of the Materials in connection with their placement under the Agreement and / or in respect of the Goods, information about which is contained in the Materials provided by the Customer, or to pay damages (including judicial costs) incurred by Yandex in connection with claims and lawsuits, the basis of which presentation was the placement of the Customer's Materials under this Agreement. In the event that content, form and / or placement of the Materials of the Customer under the Agreement and / or Goods, information about which is contained in the Materials provided by the Customer, were the basis for presentation to Yandex requirements for payment of penalties by government agencies, the Customer shall promptly upon request of Yandex provide all information requested concerning the placement and content of Materials, contribute to Yandex in the settlement of orders, and also to compensate for all losses (including costs of fines), caused to Yandex as a result of administrative orders against Yandex as a result of placement of the Customer's Materials.

11.8. In case of violation by the Customer of provisions of the Agreement Yandex has the right to suspend the provision of Services until elimination of violations by the Customer and indemnification (compensation) of losses incurred by Yandex at such breach and/or terminate the Agreement. Upon termination of the Agreement at the specified reason Yandex has the right to recover from the Customer the amounts of retaining penalties and damages, presented in accordance with the Agreement.

11.9. For violation of the terms of use of the Chat specified in clause 4.3.12 of this Offer and / or the rules published on the page https://yandex.ru/support/partnermarket/quality/restrictions.html, the Customer may be limited in access to the Chat and / or the possibility of creating and placing Chats in the Yandex.Market Service.

12. Miscellaneous

12.1. The Agreement, its conclusion and execution shall be governed by the laws of the Russian Federation. All issues not covered or covered incompletely shall be governed by the substantive laws of the Russian Federation. If the disputes between the Customer and Yandex regarding the Agreement are not resolved through negotiations between the Parties, they are subject to review in the procedure permitted by the applicable law in the Arbitration Court of Moscow.

12.2. The Parties agreed that the provisions of confidentiality of registration data (including personal data) specified by Customer during registration at Yandex and / or at the conclusion of the Agreement does not apply to the use of such data by Yandex for the purposes of billing of invoices, VAT invoices and Act on the services rendered formation to the Customer, and in case of transfer such data to third parties for the purposes of provision of Services. The data (including personal) and details presented by the Customer shall be specified in the mentioned documents.

12.3. Any notifications under the Agreement may be sent by one Party to another Party: 1) by e-mail a) at Customer's e-mail address specified during registration on Yandex, from Yandex e-mail address specified in paragraph 13 of the Offer, if the recipient is the Customer, and b) to the email address of Yandex, specified in paragraph 13 of the Offer, from the email address of the Customer, specified during registration on Yandex; 2) by fax; 3) by mail with return receipt or courier service with confirmation of delivery.

12.3.1. The Parties agree that any Acts, bills and invoices to be delivered by Yandex to the Customer may be sent in the form of an electronic document signed by an enhanced encrypted and certified digital signature as required by Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, provided that any other documents in such format may only be sent in the afore-mentioned order subject to prior notice to be given by Yandex to the Customer by any of the following means: e-mail; fax; courier delivery; post; or an electronic document signed by an enhanced encrypted and certified digital signature as required by Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, to be delivered by Yandex to the Customer.

The Parties hereby acknowledge and represent that only enhanced encrypted and certified digital signature may be used for the purposes of electronic documents exchange in the above cases, and further represent that their electronic document management practices will fully comply with Federal Law No. 63-FZ On Electronic Signature, dated 06 April 2011, and other applicable legislation.

Yandex may only use the above method to send Acts, bills and invoices subject to the following conditions having been fulfilled by the Customer:

  • the Customer having subscribed to an electronic document management operator services; and
  • the Customer having signed an electronic document management agreement with Yandex using its user account with the electronic document management operator's system.

Yandex and the Customer acknowledge that the term 'Seller' in the electronic document management system shall be equal to 'Yandex' or 'Contractor', and the term 'Buyer' shall be equal to 'Advertiser' or 'Customer'.

12.4. If one or more provisions hereof shall for any reason appear invalid, void, such invalidity shall not affect the validity of any other provision of the Offer (Agreement), which remain in force.

12.5. Without prejudice to the terms of the Offer, the Customer and Yandex may at any time execute the Agreement for rendering of Services in the form of a written bilateral document.

12.6. Where stipulated by the current laws, when the Services are paid for or when money received from the said payments is refunded, a cash voucher shall be sent to e-mail address specified when issuing the invoice, or to e-mail address created when registering in Yandex.Passport (https://passport.yandex.ru) an account that the Customer logged into when making the payment.

When making payments for the Services as per clause 5.3 of Art. 1.2 of Federal Law dd. May 22, 2003 No. 54-FZ, the Customer shall specify the number of the invoice Yandex issued to the Customer as well as the Customer's trade name/full name in payment details. If any of the said information is not received by Yandex, is absent, incomplete, and/or unreliable, the payment is only deemed performed after Yandex receives full and reliable information on payment details from the Customer as per the requirements specified in this clause above.

13. Details of Yandex

Name: LLC «Yandex.Market»

Registered address: floor 9, office 9.03, Novinskii Boulevard, 8, Moscow, 121099, Russia

Address for notifications: floor 9, office 9.03, Novinskii Boulevard, 8, Moscow, 121099, Russia

Tel.: +7 (495) 739-7000

Fax: +7 (495) 739-7070

the customer support service https://feedback.yandex.ru/partnermarket

Bank details:

SBERBANK JSC

Yandex.Market LLC TIN 7704357909 CRR 997750001

b/a 40702810438000034726

c/a 30101810400000000225 BIC 044525225

 

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