Contract on the Information and Technological Interaction in terms of Individuals’ transfers effected during ordering at the Service
1. Subject of the Contract
1.1. Under this Contract:
1.1.1. The Operator must provide the Partner information and technological services for a fee. Said services shall include collection, processing and transmission of information about money transfers made by individuals to the Partner when said individuals place orders via the Service (https://legal.yandex.ru/market_purchase_users_terms/) (hereinafter referred to as the “Transfers”).
1.1.2. Yandex.Market undertakes to ensure informational cooperation between the parties in accordance with the procedure specified in Section 5 of the Contract.
1.1.3. Yandex shall take surety to the Operator for the performance by the Partner of its obligations stipulated in p. 3.6 of this Contract (to the extent and under the terms and conditions stipulated in p. 3.6 of this Contract).
1.1.4. The Parties acknowledge and agree that the Service means:
22.214.171.124. All the websites (including, but not limited to those posted online at http://market.yandex.ru and http://market.yandex.ua) and application software (including software for mobile devices) of Yandex.Market or its affiliates that provide access to Yandex.Market database.
126.96.36.199. Website lotalot.com and mobile application Lotalot copyrighted by Yandex.Market constituting hardware and software solutions enabling individuals using these tools to view proposals to conclude contracts for the sale of goods, services contracts or licensing contracts for accessing intellectual projects unrelated to such individuals’ entrepreneurial activities, and to conclude such contracts using the tools of the Service.
1.1.5. The Parties acknowledge and agree that the Parties may interact in the manner prescribed by this Contract in relation to both the Service as a whole and its individual elements specified in cl. 188.8.131.52 and 184.108.40.206, respectively.
1.2. The obligations of individuals to the Partner that are performed by means of making the money transfers arise in accordance with the procedure and on the grounds stipulated by law and/or contracts between the individuals and the Partner. The relations that these obligations arise from are not regulated by this Contract and do not result in any obligations for the Operator.
1.3. The Operator, the Partner, Yandex.Market and Yandex are together referred to as the Parties.
1.4. The Parties accept and agree that all the documents accessible online via the links specified in this Contract apply to the relations of the Parties even where the Parties only interact with respect to the element of the Service specified in cl. 220.127.116.11 of the Contract.
2. Procedure for entering into the contract and for technical cooperation between the Parties
2.1. This Contract is addressed to an indefinite number of potential Partners, legal entities and sole traders, to invite them to make offers to enter into the Contract on the terms and conditions stipulated herein and in a partner’s application of entry into the Contract (hereinafter the Application).
2.2. Partners can initiate entry into this Contract by submitting an application through https://partner.market.yandex.ru (hereinafter the Application).
2.3. If a partner sends the Operator (to the Operators postal address) two copies of the Application found in Appendix 4 to the Contract (for sole traders) or Appendix 5 to the Contract (for legal entities) filled out, signed by an authorized representative of the Partner and stamped with the partner’s seal (if applicable), this shall be regarded as the Partner making the Operator, Yandex.Market and Yandex an irrevocable offer to enter into the Contract on the terms and conditions stipulated in the Application and the Contract between the Parties.
2.4. The Contract shall be regarded as having been entered into by the parties on the date the partner’s offer as outlined in the Application gets accepted. The Operator accepts the offer by having the partner’s application signed by one of its authorized representatives. When that happens the offer is regarded as having been accepted by the Operator, by Yandex.Market and by Yandex.
2.4.1. The Operator shall send one copy of the Application accepted by the Operator back to the Partner and another copy shall be kept by the Operator.
2.4.2. The Operator must notify Yandex.Market and Yandex about accepting a partner’s offer on the same day the offer is accepted as defined in Clause 2.4. of this Contract. The notice must be sent by email to the addresses of the Parties.
2.4.3. The Operator may refuse to accept a partner’s offer. The notice of refusal must be sent to the email address specified in the partner’s Application.
2.5. The relations between the parties arising from them exchanging notices are regulated by Clause 3.1.2. of this Contract.
2.6. The email addresses of the partner specified in the Application shall be used to exchange information between the Parties during the performance of this Contract. All email messages sent from the email addresses specified in the Application of the Partner shall be regarded as messages originating with authorized representatives of the Partner. The Operator sending emails to the email address of the Partner specified in the Application shall be regarded as proper notification of the Partner of legally significant actions and events, except for cases when the Contract demands that a party hereto must be notified in writing on paper. In the situations when this Contract gives the Partner the right to use email to exchange information with other parties under this Contract, the Partner sending the Operator an email message from any of the email addresses specified in the Application shall be regarded as proper notification of the Operator.
The Partner may change the email addresses used for exchanging information with parties hereto by notifying the Operator about it in the form and manner stipulated herein.
2.7. Money transfers made by individuals to the Partner shall be made by users of the Yandex.Market Service under the terms and conditions of the Terms for Ordering Goods through Yandex.Market, published at https://legal.yandex.ru/market_order_users_terms/.
2.8. In its Application (Appendix No. 4 or Appendix No. 5 to the Contract), the Partner will specify login details (user accounts) within the Service used to purchase Yandex.Market services (https://yandex.com/legal/oferta_market_ch/), including Yandex.Market functions enabling an individual (user of the Service) to place an order for goods/services in the Partner’s store directly within the Service (Ordering at Market, https://yandex.com/legal/market_order_terms_ch/). The Partner guarantees that all actions within the Service performed with the above logins, including actions meant for the Partner to enter into contracts for the sale of goods / fee-based services contracts / licensing agreements, etc. with users of the Service, are performed with the consent of the Partner. The Partner will be held liable for all actions performed with the above logins via Ordering at Market using functions enabling an individual (user of the Service) to pay for goods/works/services directly to the Partner (seller/provider).
2.8.1. The terms and conditions stipulated in Clause 2.8 of the Contract apply to all logins (accounts) not specified in the Application (Appendix 4 or Appendix 5 hereto) that were created using the logins specified in the Application or that were granted the required access using the logins (accounts) of the Partner specified in the Application.
2.9. The Partner guarantees that Yandex.Market and Yandex are not the entities authorized by the Partner to accept and satisfy the requirements of customers (users) with regards to the goods/services of subpar quality and that Yandex.Market and Yandex are not authorized to accept money from individuals (users of the Service) ordering the partner’s goods and services through the Service to their accounts.
2.10. The terms and сonditions of the Contract contained in the Application can be amended by the Parties.
3. Rights and Obligations of the Parties
3.1. The Operator must:
3.1.1. Connect Yandex.Market to the hardware and software solution of the Operator to allow the Operator to provide information and technology services to the Partner, including the services involving the collection, processing and transmission of information about money transfers being made by individuals to the Partner.
3.1.2. Send Yandex.Market notices of individual money transfers in real time so Yandex.Market can forward them to the Partner. Yandex.Market forwarding the Partner the information about individual money transfers received from the Operator must be accomplished in accordance with the procedure stipulated in the document Ordering at Yandex.Market. Terms of Service published on the Internet at https://yandex.com/legal/market_order_terms_ch/ (using the Yandex.Market partner API or the web interface available to the client)
3.1.3. Create registries of money transfers and returned transfers for every day (the period between 00:00 hours through 23:59:59 hours Moscow time) in accordance with the requirements found in Appendix 2 hereto and send the registries signed by the Operator to Yandex.Market and the Partner. The registries must be emailed to the Partner using the email address the Partner specified in the Application. The resisters must be sent by 11:59:59 Moscow time on the next day after the day of the registry. The registries must be signed by an encrypted non-certified digital signature of the Operator, the procedure and legal consequences of using which are defined in Appendix 1 hereto.
3.1.4. Provide the Partner with services rendered certificates in accordance with the terms and condition specified in section 4 hereof.
3.1.5. Notify the Partner in writing within three business days of changing its location and/or bank details.
3.2. The Operator has the right to:
3.2.1. Suspend the provision of information and technology services to the Partner in the following cases:
1) to carry out planned maintenance (to maintain the equipment and software in working conditions) of the hardware and software for the duration of such maintenance)
2) In the event of circumstances the Parties have no control over which can, in the opinion of the Operator, lead to the Operator incurring significant losses as well as in the event of circumstances preventing the normal operation of the Operator’s hardware and software: for the duration of such circumstances.
3) In the event the Partner violates any of the obligations stipulated in this Contract and/or any of the provisions of the Russian law: until the Partner completely eliminates the violation.
The Operator must notify the Partner the provision of services has been suspended in writing on the date the provision of services is suspended, citing the reason why the provision of services has been suspended and the period of time it’s been suspended for.
In the situations stipulated herein, the Operator shall transfer the amounts of money transfers that the Operator received orders for prior to the suspension of services as per Clause 3.2.1. hereof and taking into account Clause 5.2. hereof to the Partner in accordance with the procedure stipulated herein.
The Operator will notify the Partner of the suspension of information and technology services in writing no later than the date of such suspension citing the reason and time the services will be suspended for the Partner.
Where stipulated by this clause of the Contract, the Operator will transmit to the Partner, as prescribed by this Contract, the amounts of transfers the Operator was ordered to effect before the suspension referred to in this clause 3.2.1 and in view of cl. 5.2 of this Contract.
3.2.2. Demand that the Partner provide information about the obligations specified in clause 1.2 hereof in the event that such information must be provided and received in order to abide by the law on countering money laundering and financing of terrorism.
3.2.3. Forego sending a services rendered certificate to the Partner if the Operator did not process a single money transfer order on behalf of the Partner in the reporting period.
3.2.4. To make any amendments to this Contract on a unilateral basis, in particular, to the provision related to Operator’s remuneration specified in the Application. The Operator shall notify the Contractor in respect of any change of the amount of remuneration by sending the respective message to the Contractor’s e-mail specified in the Application not later than three calendar days before the date of entry of such changes into force. Any other amendments made to this Contract shall come into force and shall become binding upon the Parties upon their placement on the Operator’s website with IP address https://money.yandex.ru/doc.xml?id=528381 (Contract), https://money.yandex.ru/doc.xml?id=528382 (Annexes to the Contract) and shall not require any notice to be sent by the Operator to the Contractor. It shall not be required to execute any Supplementary Agreement hereto by the Parties in case of any amendments made in accordance with the procedure specified in this Sub-clause 3.2.4.
3.2.5. To require provision by the Contractor of any documents upon the respective requests from the credit institutions carrying out bank card acquiring using which any funds were transferred to the Contractor.
3.2.6. To provide the acquirer with the information in respect of the Contractor, including its legal and (or) actual address, telephone and fax numbers, e-mail addresses, website URL, account details and other data for the purpose of transfer of such data to the international payment systems for safety provision and fraud prevention upon using the bank cards.
3.2.7. Not to transfer to the Contractor any amounts of transactions recognized as fraudulent or invalid.
The references to the fraudulent transactions shall refer to the transfer which was made using the bank card and declared by the international payment system or issuer as fraudulent and (or) was disputed by the bank card holder and (or) recognized by the acquirer as one made using the fake, stolen or lost bank card.
The references to the invalid transactions shall refer to the transfer which was made using the bank card and declared as invalid in accordance with the rules of the international payment system or legislation of the Russian Federation, in particular, on the following grounds:
The sufficient evidence of fraudulent or invalid transaction shall be declaration of the issuer and (or) international payment system and (or) acquirer which was received by the Operator by e-mail or by fax.
3.3. The Counterparty shall undertake:
3.3.1. To pay to the Operator the remuneration in the amount specified in the Application.
3.3.2. To place on its website, which URL is specified in the Application, the Operator’s means of identification upon the Operator’s request or on its own initiative subject to written consent of the Operator.
3.3.3. To find the payment obligations of any individuals towards the Counterparty as fulfilled upon notification by the Operator of the Counterparty in respect of the payment in accordance with Sub-clause 3.1.2. of this Contract.
3.3.4. Not to recover any remuneration from the individuals and not to charge them with any additional expenses associated with transfers made through the Operator.
3.3.5. To settle independently any complaints of the individuals, unless otherwise provided in this Contract. In case if based on the results of consideration of such complaint the Counterparty makes the decision to repay the amount of transfer made by the individual, the Counterparty shall be entitled to initiate and (or) make the repayment of the amount of such transfer to the individual in the manner provided in this Contract.
3.3.6. In case of disagreement with the contents of the register received from the Operator in accordance with Sub-clause 3.1.3. hereof to inform Yandex.Market in respect of such disagreement not later than at 11 hours 59 minutes 59 seconds Moscow time of the calendar day following the day of receipt of the disputed register by e-mail (firstname.lastname@example.org) specifying the reasons of such disagreement. In case if no comments were received from the Counterparty and (or) the Counterparty defaulted the term specified in this sub-clause the information contained in the register shall be considered confirmed without any comments. The notice in respect of disagreement of the Counterparty with the contents of the register shall be considered by the Operator based on the data received from Yandex.Market.
3.3.7. Within three days to notify the Operator, Yandex and Yandex.Market in writing in respect of any events which may affect the performance of this Contract, in particular, in respect of any changes of its name, location, actual address, account details and website URL.
3.3.8. To agree preliminary with the Operator, Yandex and Yandex.Market the disclosure of any information in respect of cooperation between the Parties, irrespective of form and way of disclosure of such information.
3.3.9. To notify the Operator in respect of future change of the list of sold goods/works/services not later than 5 (five) working days before the expected date of such change.
3.3.10. Not to sell the goods/works/services prohibited in accordance with the applicable legislation of the Russian Federation and/or country of the Contractor’s registration as well as the goods/works/services which on-line sales are prohibited in accordance with the rules of the international payment systems.
3.3.11. To provide the documents and to fulfill other demands made by the Operator based on the respective requests (claims) of the credit institutions carrying out bank card acquiring using which the transfers were made within 3 (three) days of receipt of the respective demand from the Operator.
3.3.12. To determine the procedure for rejection of goods (dates and conditions) paid using the bank card subject to the following condition: the buyer shall be entitled to reject either all or any part of the goods paid using the bank card.
3.3.13. Define the procedure (methods and deadlines) for return of the goods paid with bank cards, by the individual: the amount paid for the goods shall be returned only to that card, which the goods were paid with; the buyer shall be entitled to return all or a portion of the goods paid with the card.
3.3.14. Provide the Operator with a description of the procedure for payment of the goods/works/services, for the provision of the goods/works/services to individuals as well as procedures for cancellation of the order payment and goods return operations/ rejection of works/services placed and offered by the Counterparty, within 3 (three) business days since the date of receipt of the relevant claim from the Operator.
3.3.15. provide the Operator with the notarized (unless otherwise is specified in the Operator’s claim,) copies of the documents, the necessity of reclamation and submission whereof is caused by the observance of requirements of the law on prevention of legalization (laundering) of the income received through crime and financing of terrorism, within 3 (three) business days since the date of receipt of the relevant claim from the Operator.
3.3.16. In case the holder or issuer of the bank card disputes the operation performed using such card—provide the Operator, within 3 (three) business days since the date of receipt of the Operator’s request based on the corresponding information from the acquirer, with information and documents confirming the fact of the proper fulfillment of obligations under the Contract by the Counterparty as well as the fact of the proper fulfillment of all obligations of the Counterparty to the buyer, in the amount and form specified in the Operator’s claim.
3.3.17. When the Counterparty enters into this Contract, it (its representative being a client of Yandex.Market ordering the Partner’s product offers to be placed within the Service) accepts the Service Promotion Agreement and undertakes to grant discounts for its goods and services as described in the said Agreement. The Service Promotion Agreement is available online at: https://yandex.com/legal/lotalot_service_promotion, and constitutes an inherent part hereof. The Counterparty (the Counterparty’s representative being a client of Yandex.Market ordering the Counterparty’s product offers to be placed within the Service) may, unilaterally and without judicial procedures, repudiate the said Agreement by respective notice sent to Yandex.Market via firmware of the Service.
3.4. The Counterparty undertakes to comply with and meet all the requirements of Purchaser Claims and Arbitration posted at: https://yandex.com/legal/market_order_arbitr_ch/, forming an integral part of the Contract and being binding upon the Parties; and undertakes to abide by all decisions of Yandex.Market made under the terms and conditions of the said document as part of assistance the latter offers to settle claims of Service users (hereinafter referred to as users, buyers, and individuals) accepted and satisfied by the Counterparty.
3.5. The Counterparty undertakes to return funds to Service users, whose funds are transferred to the Counterparty under this Contract:
1) in all cases referred to in Purchaser Claims and Arbitration posted at: https://yandex.com/legal/market_order_arbitr_ch/, when the arbitrator of Yandex.Market made a respective decision in favor of a buyer;
2) whenever the Counterparty decided to return funds to the buyer (used the order refund function) using user accounts within the Service (cl. 2.8 of the Contract).
The Parties will return funds to the buyer under this Contract as specified in cl. 4.8.
3.6. The Operator will transfer to the buyer funds to be returned to him or her as specified in cl. 3.5 of the Contract. At the same time, if the Operator transferred funds to the buyer pursuant to the decision made by the arbitrator of the Service or pursuant to the Counterparty’s decision to return funds, and the Counterparty failed to repay the resulting debt to the Operator as specified in cl. 4.8 of this Contract, the Operator will lodge its claims for reimbursement to Yandex acting as the Counterparty’s surety. Yandex will pay to the Operator respective funds the Operator refunded to the buyer under such suretyship as specified in the agreement between the Operator and Yandex.
3.6.1. In case Yandex fulfills Suretyship obligations to the Operator in accordance with Clause 3.6 of the Contract, the Operator shall withhold the Counterparty’s debt to Yandex in the amount, in which Yandex satisfied the relevant claim of the Operator (in the cash amount returned to the buyer), in the following manner:
18.104.22.168. The Operator shall withhold the amount specified in Sub-clause 3.6.1 of the Contract from any transfers received from the buyers and subject to the transfer to the Counterparty
22.214.171.124.If the Counterparty has not received transfers from the buyers, the amount whereof could be sufficient for repayment of the relevant debt of the Counterparty to Yandex according to Sub-clause 126.96.36.199. of the Contract, within 3 (three) business days since the end date of the calendar month, when Yandex satisfied the Operator’s claim to the Counterparty in accordance with Clause 3.6 of this Contract, the Counterparty shall, within 3 (three) bank days, transfer cash funds to the Operator ( to be transferred to Yandex) in the amount returned by the Operator to the buyer.
3.6.2. In the event specified in Sub-clause 3.6.1. of this Contract Yandex shall be entitled, instead of the Operator, to raise demand to the Counterparty, to pay the relevant amount (which Yandex satisfied the relevant claims of the Operator in), and to claim payment of interest on the amount paid to the Operator from the Counterparty, as well as compensation of other losses incurred by Yandex in connection with fulfillment of the obligations for the Counterparty.
3.6.3. In case of the Counterparty’s failure to fulfil the obligations indicated in Clause 3.6. (including Sub-clause 188.8.131.52., etc.) of the Contract, the Operator shall have the right to suspend provision of the services until fulfillment of the corresponding obligations by the Counterparty, and in case, if delay in fulfillment exceeds 7 (seven) working days, to repudiate this Contract unilaterally without reimbursement of the Counterparty for the losses, inflicted by such Operator’s repudiation of the Contract. Termination of the Contract on the indicated ground, as well as on any other grounds, indicated in this Contract, shall entail termination of the obligations of Yandex.Market and the Operator, provided for by Clause 1.1 of the Contract, but shall not entail termination of any pecuniary obligations of the Counterparty to Yandex or the Operator, arising before the date of termination of the Contract, including those, arising in connection with fulfillment of the obligations, provided for by Clause 3.6. of this Contract, by Yandex.
184.108.40.206. Besides, if the Counterparty fails to discharge the obligations specified in cl. 3.6 of the Contract, Yandex.Market may disable functions allowing buyers to pay the Counterparty for goods/works/services within the Service.
4. Remuneration of the Operator and order of settlements
4.1. The amount of the Operator’s remuneration for the reporting period, equal to a calendar month, shall be calculated on the basis of the Certificate of services rendered in percentage from the amount of each transfer, information on which is transferred to the Counterparty for the reporting period in the order of Sub-clause 3.1.2. of this Contract.
The remuneration rate shall be established by the Operator based on the information on the activity type received from the Counterparty.
The Operator’s remuneration rate shall be indicated in the Application and can be amended by the Operator in accordance with the order established by Sub-clause 3.2.4. of this Contract.
In case of receipt of the Application, containing the remuneration rates, different from those pre-agreed with the Operator, the Operator shall reject in acceptance of the Counterparty’s offer with indication to this circumstance.
The Operator’s remuneration shall not be subject to VAT in accordance with Sub-clause 4 of clause 3 of article 149 of the Tax Code of the Russian Federation.
4.2. The remuneration shall be deducted by the Operator from the amounts subject to transfer by the Operator to the Counterparty.
4.3. The Operator will pass to Yandex.Market notices of individuals’ transfers effected in Russian rubles to be further transferred to the Partner as prescribed by sub-clause 3.1.2 of this Contract.
4.3.1. The currency of the Operator's obligation to transfer to the Counterparty the amount of transfers will be indicated in the Application. Foreign exchange regulation and control laws of the Russian Federation require that transferred funds be transmitted to resident partners in Russian rubles only.
4.3.2. Funds transferred in Russian rubles will be transmitted to the Counterparty less all deductions stipulated in the Contract, no later than the second (2nd) business day from when the Operator notified of the transfer.
4.3.3. Funds transferred in US dollars or Euros will be transmitted to the Counterparty less all deductions stipulated in the Contract at the exchange rate of the respective currency to the Russian ruble set by the Bank of Russia on the date of transfer plus two percent, within forty (40) days from when the Operator notified of the transfer, unless the term specified in the next paragraph is earlier. The Operator will transmit to the Counterparty transfers within ten (10) days after they amount to USD/EUR 1,800 (one thousand eight hundred). To calculate the threshold value specified in this paragraph, the exchange rate of the US dollar / Euro to the Russian ruble set by the Bank of Russia plus two percent will apply.
4.3.4. The Operator's responsibility to transmit transfers to the Counterparty will be deemed to have been discharged from when funds are debited from the respective account of the Operator. 4.3.5. To calculate the amount of transfers to be transmitted by the Operator to the Counterparty as per this clause of the Contract, the Parties agreed to apply cl. 5.2 of this Contract. As per cl. 5.2, to determine the amount of transfers to be remitted to the Counterparty, one should take into account amounts of the following transfers of individuals:
1) transfers made with a bank card to pay for orders within the Service, which status was changed from PROCESSING to DELIVERY as per Ordering at Yandex.Market. Terms for Stores posted online at: https://yandex.com/legal/market_order_terms_ch/;
2) transfers made by reducing the balance of a payer’s electronic funds accounted by the Operator (transfer with an electronic payment instrument provided by the Operator), which details the Operator communicated to Yandex.Market as a notice of transfer as per sub-clause 3.1.2 of this Contract.
4.4. Latest on the fifth day of the month, coming after the reporting one, the Operator shall send the Certificate of services rendered to the Counterparty as per the form of Appendix No 3 to this Contract by e-mail to the address, indicated in the Application. In case, if the Operator did not perform any order of an individual on transfer in favor of the Counterparty in the reporting period, the Operator shall have the right not to provide this Certificate to the Counterparty.
4.5. Latest on the fifth day of the month, coming after the reporting one, in case of objections to the Certificate of services rendered the Counterparty shall send them by e-mail to email@example.com. In case of non-receipt of the Counterparty’s objections by the Operator within indicated period the corresponding services of the Operator shall be deemed rendered in full and properly.
In case if the Counterparty’s objections regarding the amounts contained in the Certificate of services rendered, are recognized justified, latest within three working days after the date of receipt of the Counterparty’s objections by the Operator the Operator shall send the specified Certificate of services rendered to the Counterparty at the e-mail indicated in Clause 4.4. of this Contract. The Counterparty shall have the right to make objections to the specified Certificate of services rendered latest on the working day, coming after the day of its receipt, otherwise the specified Certificate of services rendered shall be deemed accepted by the Counterparty without remarks, and the corresponding services of the Operator shall be deemed rendered in full and properly.
In case if the Counterparty needs to sign the Certificate of services rendered in writing in a hard copy after approval of the Certificate of services rendered in accordance with the order established by paragraphs one and two of this clause the Counterparty shall send two copies of the Certificate of services rendered signed by him to the Operator. In this case within three working days after the date of receipt of the Certificate of services rendered in a hard copy from the Counterparty the Operator shall sign it and send one copy of the Certificate to the Counterparty.
4.6. In case if the Parties (the Operator and the Counterparty) have the digital signature verification key certificates, issued by one or difference accredited certification centers and permitting the Parties to implement electronic interaction, the Parties shall agree the Certificates by exchange of documents signed by encrypted digital signature, within the period established by Clauses 4.4. and 4.5. of the Contract. Exchange of the Certificates in a hard copy for the purposes and in accordance with the order determined in Clause 4.5 of this Contract, shall not be required in this case.
4.7. Any expenses (costs), incurred by the Operator in the course of fulfillment of his obligations under this Contract, are accounted in the amount of the Operator’s remuneration and shall not be subject to additional reimbursement by the Counterparty.
4.8. The Operator shall return the amounts of the transfers to individuals and cancel transfers on conditions and in accordance with the order, established by this clause.
4.8.1. Return of transferred funds—the Operator will return a part of transferred funds to individuals on the day the transfer is accepted and the full amount or a part of the amount of transferred funds — after the day the transfer is accepted based on the Counterparty’s order the Counterparty made within the Service using the account of the Service (order refund function) specified in cl. 2.8 of the Contract or based on the decision made by the arbitrator of the Service in favor of a buyer under the terms of Purchaser Claims and Arbitration posted at: https://yandex.com/legal/market_order_arbitr_ch/.
Return of transferred funds under this sub-clause will not obligate the Operator to return to the Counterparty the remuneration it received for notifying the Counterparty of a transfer.
It is possible to send several orders to return parts of one and the same transfer, unless their total amount exceeds the amount of this transfer.
The Operator will deduct the amount of transfers returned to individuals from the amount of transfers transmitted to the Counterparty. If the amount of such transfers is insufficient to make deduction in full, the Counterparty will transmit the deficient amount to the Operator within three bank days from when the debt is incurred, but in any case no later than the last day of the calendar month, in which such debt was incurred. If the Counterparty fails to discharge the said financial obligation within the time specified in this clause of the Contract, the Operator may require that Yandex discharge the respective obligation as the Counterparty’s surety as per cl. 3.6 of this Contract.
4.8.2. Cancellation of the transfer (shall be initiated only for the total amount of the transfer latest on the day of the transfer).
On the basis of the order transferred in accordance with the procedure established by Sub-clause 4.8.1 of the Contract, the Operator shall make complete cancellation of the transfer (transfers) indicated in the order.
The remuneration of the Operator on the cancelled transfers shall not be withheld.
The cancelled transfers shall not be deemed by the Parties to be accomplished by the Operator for the reporting period. The amount of the cancelled transfers shall not be included in the Operator’s report.
4.8.3. The possibility of return or cancellation of the amount of the transfer depends in the method of the transfer and is indicated in Appendix No 6 to the Contract.
4.9. In case of the need of repeated presentation of the reports by the Operator for the circumstances, for which the Operator is not liable, the remuneration shall be collected from the Counterparty at the rate of 100 (one hundred) rubles for one document, including VAT.
4.10. In case, if the credit organization, engaged into acquiring, makes a claim to the Operator on return of the amount of the transfer, made, using the bank card, on the grounds, established by the rules of the international payment system and (or) the credit organization, engaged into acquiring, the Counterparty shall return the amount of such a transfer to the Operator.
4.11. In case if claims are made in respect of the transfer, made using the bank card, by the card issue or the card holder (hereinafter referred to as the disputed operations), the Counterparty shall return funds on the disputed operation to the Operator in the amount, disputed by the card issue or the card holder. The decision on the possibility of repeated transfer of the amount of the disputed operation to the Counterparty shall be taken as per the results of the investigation, accomplished in accordance with the rules of the international payment system or the card issuer.
4.12. The Operator shall have the right to claim from the Counterparty reimbursement of the amounts indicated in clauses 4.10. and 4.11. of the transfers during the validity period of this Contract, as well as within 180 days after the date of termination of this Contract irrespective of the ground and the order of such termination.
4.13. The Operator shall have the right to withhold the funds, which must be returned by the Counterparty to the Operator in accordance with Clauses 4.10. and 4.11. of this Contract, from the amounts of the transfers, subject to remittance by the Operator to the Counterparty. In case of insufficiency of the amounts of such transfers for the deduction to the full extent the Counterparty shall transfer the missing amount to the Operator within three bank days after the day of receipt of the corresponding claim of the Operator, but latest on the last day of the calendar month, in which the Operator sent this claim to the Counterparty. In case of the Counterparty’s failure to fulfil the indicated pecuniary obligation within the period designated in this clause of the Contract Operator shall have the right to make a claim on fulfillment of the corresponding obligation to Yandex as a guarantor of the Counterparty. Hereby in case of fulfillment of the Counterparty’s obligations by Yandex to the Operator, the provisions of Sub-clause 3.6.1.—3.6.3. of this Contract shall be applied to relations of the Parties.
4.14. The Operator shall have the right to postpone remittance of the amounts of the transfers made, using the bank cards, to the Counterparty up to the period of 180 calendar days (during which in accordance with the rules of the international payment systems a card issuer is entitled to make a claim on the operation) in case, if the transfers arouses a suspicion regarding its lawfulness, including in case of receipt of a notice by the Operator from the credit organization, engaged into acquiring (including electronically and (or) by fax), that the operations made, using the bank cards, are fraudulent. Upon expiry of the indicated period the Operator shall remit the amounts of the transfers to the Counterparty or refuse to transfer them on the basis of the decision of the credit organization, engaged into acquiring.
4.14.1. All the Operator’s expenses, arising in connection with return of the amount of the transfer, made using the bank card, to the card holder or card issuer shall be imposed on the Counterparty including those on operations recognized fraudulent or invalid.
4.15. In case of collection of fines, commissions and other fees related to execution of the transfers on counterfeit, lost, stolen bank cards, by the credit organization, engaged into acquiring, from the Operator (in accordance with the rules of the international payment systems), as well as in other cases, when the respective fines are imposed for the circumstances, for which the Operator is not liable, the Counterparty shall reimburse the Operator for the amount of fines (commissions and other fees) paid by the Operator in accordance with the order, indicated in Clause 4.13. of this Contract.
The corresponding order of reimbursement of expenses incurred by the Operator by the Counterparty, designated in Clause 4.13. of the Contract shall also be applied in case, indicated in Sub-clause 4.14.1. of this Contract.
4.16. The terms and conditions of this Contract, regulating the rights and duties of the Parties in execution of the transfers, using the bank cards, by the payers shall also be applied to the transfers, performed by the individual using the tied-up bank card, the details of which are saved by the payer in the electronic means of payment, provided by the Operator. In case of transfer with the tied-up bank card the transfer order shall be sent by the payer by means of the electronic means of payment, provided to him by the Operator and shall include increase of the payer’s electronic funds balance accounted by the Operator, and transfer of the remainder (its part) in favor of the Counterparty (reduction of the electronic funds balance) in the amount indicated by the payer.
5. Information interaction of the Parties in execution of the transfers of individuals, performed by them, when making orders at the Service.
5.1. Information exchange between the Operator and the Counterparty in the course of fulfillment of this Contract shall be made via Yandex.Market in accordance with the order, provided for by this Contract, including in accordance with the document “Ordering at Yandex.Market. Terms for Stores”, placed at: https://yandex.com/legal/market_order_terms_ch/.
5.2. The ground for the Operator to transfer funds to the Counterparty, when a payer effects a transfer with a bank card, will be the status of the order in the Counterparty’s store within the Service changed from PROCESSING to DELIVERY as per Ordering at Yandex.Market. Terms for Stores.
The ground for the Operator to remit funds to the Counterparty, when the transfer is effected by reducing the balance of the payer’s electronic funds accounted by the Operator (transfer by electronic payment instrument the Operator provided), will be a transfer notice sent by the Operator to Yandex.Market and by Yandex.Market to the Partner as per sub-clause 3.1.2 of the Contract.
5.3. The ground to return of funds to the buyer based on decisions made by the arbitrator of the Service as per the procedure determined at: https://yandex.com/legal/market_order_arbitr_ch/ will be the decision made by the arbitrator of the Service in favor of the buyer, whereof the Counterparty will be notified via the client’s web-interface the Counterparty uses within the Service in the account as per cl. 2.8 of this Contract.
5.4. The ground for return of funds to the purchasers in other cases (upon initiative of the Counterparty) shall be the Counterparty’s order on return or cancellation of the operation on transfer of funds, determined in clauses 3.5. and 4.8. of this Contract.
6. Responsibility of the parties and order of settlement of disputes
6.1. The Operator shall not be liable to individuals for fulfillment of the obligations to them by the Counterparty.
6.2. The Counterparty shall settle any disputes with individuals, arising in case of non-conformity of the amount of the transfer made by the Operator to the tariffs (price lists) of the Counterparty, by himself.
6.3. In case of collection of funds from the Operator by the third person as a result of sale of the goods/services by the Counterparty in violation of the requirements of the legislation of the Russian Federation, as well as generally accepted rules of morality and ethics the Counterparty shall reimburse the Operator for the amount of funds collected from him within three bank days after the date of receipt of the corresponding claim of the Operator, set at the e-mail and (or) at the mail address of the Counterparty, indicated by the Counterparty in the Application (but latest on the last day of the calendar month, in which the Operator sent such a claim to the Counterparty). In case of the Counterparty’s failure to fulfil the indicated pecuniary obligation within the period designated in this clause of the Contract Operator shall have the right to make a claim on fulfillment of the corresponding obligation to Yandex, acting as a guarantor of the Counterparty under this Contract. Hereby in case of fulfillment of the Counterparty’s obligations by Yandex to the Operator, the provisions of Sub-clause 3.6.1.—3.6.3. of this Contract shall be applied to relations of the Parties.
6.4. Any disputes and differences of the parties under this Contract or in connection with it, which were not settled by means of negotiations of the Parties, shall be subject to settlement in the Arbitration Court of the city of Moscow.
7.1. The fact of conclusion of this Contract shall not be viewed by the Parties as confidential information.
7.2. The Parties shall not disclose information:
on the terms and conditions of this Contract
on the number and amount of the transfers, information on which is transferred to the Counterparty
on statistic data based on comparison of the amounts of the transfers, information on which is transferred by the Operator, and data on the transfers of other transfer operators
other information, received by the Parties in the course of fulfillment of their obligations under this Contract, excluding the cases, when the Party is obliged to provide such information in accordance with the applicable legislation of the Russian Federation.
7.3. The fact of provision of access to the above information of the advertiser by Yandex.Market (to the customer of Yandex.Market services) in the client’s web-interface within the accounts, used by the Counterparty under the Contract (p. 2.8 of the Contract), shall not be the violation of the terms and conditions of this section of the Contract of the Parties.
8. Validity period and order of termination of the Contract
8.1. This Contract shall be valid for calendar months from the date of its conclusion.
8.2. The validity period of this Contract shall be extended automatically for twelve calendar months in case, if neither of the parties to the Contract informs the other parties in writing in a hard copy of its unwillingness to extend its validity period. Such a notice shall be sent by the respective Party at least thirty calendar days before expiry of the validity period (including next one) of the Contract. This notice shall not be viewed by the Parties as unilateral repudiation of this Contract.
The validity period of this Contract may be extended in accordance with this clause for an unlimited number of times.
8.3. Any of the parties shall have the right to repudiate this Contract unilaterally. For these purposes it shall inform the other Parties to the Contract of its intent in writing latest 30 (thirty) calendar days before the expected date of repudiation. The notice shall be made in writing in a hard copy and shall contain indication to the reason for termination of the Contract.
8.3.1. Within this Contract sending a notice of unilateral repudiate of the Contract or unwillingness to extend its validity period, to the Operator by the Counterparty, designated in clauses 8.2. and 8.3. of the Contract, shall be recognized due notification of the parties to the Contract by the Counterparty of the corresponding intent of the Counterparty.
8.4. In case of amendment of the terms and conditions of the Contract in accordance with the order established by sub-clause 3.2.4, the Counterparty shall have the right to repudiate the Contract, having sent a notice in a hard copy to the Operator within three days after receipt of a notice of amendment of the Contract or publication of the corresponding amendments in the Operator’s site.
8.5. The obligations of the parties under this Contract, arising before its termination, shall be preserved until their complete fulfillment by the respective Parties.
9. Other terms and conditions
9.1. All appendices to this Contract are placed in the Operator’s site at the address https://money.yandex.ru/doc.xml?id=528382and shall be integral parts hereof. Appendices at the moment of conclusion of the Contract:
No 1. Agreement on the electronic document flow.
No 2. Format of the daily register of executed and returned transfers.
No 3. Form of the Certificate of services rendered.
No 4. Form of the Application for the Counterparties—sole proprietors.
No 5. Form of the Application for the Counterparties—legal entities.
No 6. Table of payment methods.
9.2. Neither of the parties may transfer its rights and duties under this Contract to the third persons without written consent of the other parties to the Contract thereto. The indicated restriction shall not be extended to the cases of transfer of the rights and duties in the order of universal succession in accordance with the law, regulating such transfer.
9.3. This Contract is made in Russian and in English. In case of any discrepancies between Russian and English version of this Contract the Russian version hereof shall prevail.
9.4. Details of the Operator
NBCO Yandex.Money LLC Russian Federation, 119021, Moscow, 11 Timura Frunze ulitsa, bld.44
TIN/TRRC 7750005725 / 775001001
Corresponding account 30103810945250000444
9.5. Details of Yandex.Market
Russian Federation, 119021, Moscow, 16 Lva Tolstogo ulitsa
TIN/TRRC 7704357909 / 770401001
9.6. Details of Yandex
Yandex Europe AG
Werftestrasse 4, CH-6005 Luzern, Switzerland
Bank: ING Bank N.V
IBAN: NL06 INGB 0020 0903 58
Bank address: Amstelveenseweg 500, 1081 KL, Amsterdam, The Netherlands