Informational and Advertising Services OFFER
This document constitutes Yandex's offer to the Carrier to conclude an Informational and Advertising Services Contract on the terms and conditions set out below.
Terms and Definitions
"Yandex" shall mean Uber ML B.V., a company incorporated under the laws of the Netherlands.
"Offer" shall mean this document named Informational and Advertising Services Offer available online at https://yandex.by/legal/marketing_offer.
"Informational and Advertising Services Contract", "Contract" shall mean a non-gratuitous contract for the provision of the informational and advertising Services concluded between the Carrier and Yandex via the Offer Acceptance.
"Offer Acceptance" shall mean complete and unconditional acceptance of the Offer by taking the steps specified in Clause 4 of the Offer. The Contract is concluded via the Offer Acceptance.
"Service Development Actions" – the actions taken by Yandex and intended to increase the accessibility to and the quality of the Service, to promote and to increase the number of active Users of the Service in the territory of the Republic of Belarus.
"Coupon" is a document (including a paper card or another hand-out material; poster or another medium intended for public display; any other promo material) containing the Promo Code and the terms for the Discount to be granted.
"Promo Code Activation" shall mean an entry of the Promo Code into the request form posted on the Service.
"Discount" shall mean a discount on passenger and baggage transportation services and (or) other transportation services in the amount specified in the Coupon, which is used for submitting the Request through the Service (including all applicable taxes). The Discount may be granted in the amount not exceeding the cost of the trip ordering which the Promo Code was activated.
Branded Vehicle shall mean a car that belongs to the Carrier on the property right, or other proprietary right, or in respect of which the Carrier is authorized by the owner of the vehicle to place advertising materials on it, on all advertising spaces of which (body, interior, light sign — if any) have been covered with the Advertisements of Yandex by efforts of the Carrier and as agreed in advance with Yandex.
"Advertisements" shall mean text and (or) graphic materials, including text, photos and other illustrations representing Yandex, and (or) persons belonging to the same corporate group, and (or) the Service, and (or) the services of Yandex, and (or) persons belonging to the same corporate group, that meet the requirements of Yandex.
"Electronic Services Offer" shall mean the document named "E-Services Offer" available online at https://yandex.by/legal/offer.
"Electronic Services Agreement" shall mean an agreement concluded between Yandex and the Carrier as a result of acceptance of the Electronic Services Offer.
"Reporting Period" means the period of time following which the Parties shall calculate the cost of the Services under this Agreement; it is equal to the calendar month. At the same time the Reporting Period means the period of time from the date when this Agreement comes into force to expiration of the respective month period (unless the Report expressly provides for otherwise), while the last Reporting Period means the period of time from the date when the respective calendar period starts to the date of expiration of the effective period or termination hereof.
The Offer may use other terms not defined in this Section of the Offer. In this case, such terms shall be interpreted in accordance with the Offer for Services for Granting Access to the Service. If the said documents contain no unequivocal interpretation of the term, one shall rely upon interpretation of this term defined: first, in the laws of the Netherlands, second, as it is established (generally used) in the Internet.
1. Subject Matter of the Agreement
1.1. To support the Service Development Actions, the Carrier undertakes to render to Yandex the following services intended to increase the quality of the Service and to promote it (hereinafter referred to as “the Services”):
1.1.1. Information services related to collection, generalization and provision of data on the Carrier's vehicles to be used as Vehicles through the Service, their location (GPS tracks), Drivers, trips, tariffs for services of passenger and baggage transportation according to the Requests:
- Unique Vehicle Numbers (IDs assigned by the Service) matching the Request criteria,
- distance of the shortest route, in kilometers,
- estimated time, by the shortest route, to the Vehicle pick-up place specified by the User in the Request in view of traffic jams, in minutes,
- tariff category (economy, comfort, other) chosen by the User,
- pick-up place (coordinates and the relevant address),
- pick-up time, within which the Vehicle shall arrive,
- additional requirements to a vehicle, if any,
- comments, if the User added any,
- payment form (directly to the Carrier or cashless payment as provided for by the Service),
- vehicle location data (GPS tracks). Data on all employed Vehicles are transferred continuously.
- data on the Vehicle status. Data on all employed Vehicles are transferred continuously.
1.1.2. Advertising services on creation and (or) distribution of the Coupons among Yandex Service Users to generate and to maintain users’ interest in the Service, including ensuring the Discount under the Coupon under the Requests through the Service according to the procedure and on the terms agreed upon between the Parties herein;
1.2. Under an additional approval with Yandex, the Carrier provides Yandex with services involving the placement of Advertisements on Vehicles. The requirements for Branded Vehicles are available at https://driver.yandex/branding/guides. The document published in the Partner Web Interface online at https://fleet.taxi.yandex.ru/agreements may contemplate additional requirements for Branded Vehicles. The list of car models that can be used as Branded Vehicles shall be determined by Yandex at its discretion. The parties have agreed that the Advertisements shall not be placed onto Vehicles that are used to fulfill Requests for Business Class service. The cost of services for placing Advertisements (if applicable) is included into the cost of Services, unless otherwise provided additionally.
1.3. The Parties have agreed to set additional remuneration for the Carrier for fulfilling the Requests and supporting the demand of the Service Users amid the COVID-19-related pandemic .
The additional renumeration is charged if the following conditions have been met simultaneously:
1.3.1. the Carrier Driver has a confirmed case of coronavirus infection (and (or) quarantine of such a Driver due to contact with sick individuals), and
1.3.2. the Carrier Driver has fulfilled at least 15 Requests within 14 days prior to the first day of illness (and (or) the beginning of quarantine due to contact with sick individuals), and
1.3.3. the average cost of Requests per day, minus the Yandex Service Fee for the provision of electronic services to the Carrier in respect of such Requests for the period from July 1, 2020 until the date of contacting the customer support on the disease-related issue (and (or) quarantine due to contact with sick individuals) or from the date of the first completed Request, if the Driver started fulfilling Requests later than July 1, 2020, is more than BYN 35.00.
Additional remuneration is calculated as half of the average cost of Requests specified in clause 1.3.3. for each day of the period specified in clause 1.3.2., but in any case not less than BYN 300.00.
1.4. Yandex undertakes to pay for the Services to be rendered by the Carrier according to the procedure and on the terms agreed upon between the Parties herein.
1.5. Yandex is entitled to control performance by the Carrier of its obligations hereunder.
1.6. The Carrier is entitled to engage third parties to render the Services, while remaining liable for their actions as if they were its own.
1.7. Yandex is entitled to use the data received from the Carrier under clause 1.1.1 of the Agreement, including Vehicle Location Data (GPS tracks) in any Yandex and its affiliates’ services and software applications in any ways without restriction.
1.8. Yandex has the right to submit any information about the Carrier or provided by the Carrier as part of the execution of this Agreement directly to the relevant state tax authorities.
2. Obligations of the Parties
2.1. Yandex undertakes to:
2.1.1. Transfer the Coupons and (or) information about the generated Promo Codes to distribute the Coupons among the Service’s Users;
2.1.2. Inform the Carrier that the User shall be granted the Discount for the services of the Carrier related to transportation by taxi of passengers and baggage and (or) other transportation services, and inform about the amount of the Discount through delivery of the Request having the “coupon” status.
2.1.3. Ensure access of the Carrier through the Partner Web Interface to the statistics data under the Requests complied using the Discount.
2.1.4. Accept and pay for the Services of the Carrier within the dates specified in clause 3.3. hereof.
2.1.5. Within three (3) days from the date of signing hereof forward to the Carrier by e-mail the information about the representatives (including telephone numbers and (or) other information) authorized to give to the Drivers recommendations with regard to rendering by the Carrier of the Services specified in clause 1.1.1 of the Agreement
2.1.6. Within three (3) days from the date of signing hereof forward by e-mail to the Carrier the information about the points towards which the Driver shall move and where the Driver may receive more Requests for the sake of proper provision of the Services and (or) territorial boundaries within which the Driver shall stay in case of no Requests made.
2.2. The Carrier shall:
2.2.1. Distribute the Coupons and (or) ensure the Discount for the cost of the Carrier’s Services related to transportation of passengers and baggage to the User who has activated the Promo Code when submitting a Request using the Service, without any additional charges, within the effective period hereof.
2.2.2. On or before the fifth (5th) day of the month following the Reporting Period, submit to Yandex the Electronic Services Report (Statement).
2.2.3. Under clause 1.1.1 of the Agreement, submit to Yandex within the effective period of the Agreement any information (hereinafter referred to as “the Information”), including the Drivers’ personal data. The Carrier guarantees that submission of information when rendering the Services specified in clause 1.1.1, content of such information and use of such information by Yandex in accordance with the terms of the Agreement do not violate any third party rights or any norms of the applicable laws in force, including the personal data laws, are not encumbered with any third party rights and do not entail any obligations for Yandex to pay any remunerations to third parties.
2.2.4. To maintain the quality level of the Service provided to the Users, guarantee the accuracy of the data about Drivers, including copies of passports, driver’s licenses, licenses for passenger transportation by vehicles, other documents and information in accordance with the General Terms. The documents and information specified in this clause shall be submitted to Yandex within three (3) business days from the date when the respective request is sent to the Carrier.
2.2.5. Receive from Drivers written permits (consents) to have their personal data collected and transferred (submitted) to Yandex and its affiliates, as well as have the Drivers’ personal data collected, processed and stored by both the Carrier and Yandex and its affiliates in any ways provided for in the applicable laws in force, including laws on Personal Data Protection, for at least five (5) years, as well as keep the said consents during the effective period of the Agreement and submit them to Yandex at its request within three days. If the Driver withdraws in writing his/her consent to have his/her personal data collected, processed, stored and transferred, inform Yandex about it within three business days.
2.2.6. If the Carrier places Advertisements on the vehicles, the Carrier shall:
- independently restore (replace) illegible (damaged) Advertisements;
- ensure that the Advertisements are placed in accordance with the legal requirements and technical regulations, and in such a way that they do not jeopardize traffic safety, particularly but not exclusively, do not limit the sight of the persons driving the vehicle and other traffic participants;
- Immediately at Yandex's request provide Yandex with a photo report on placement of the Advertisements. The photo report is provided by the Carrier via email to the following address: firstname.lastname@example.org. The photo report shall be confirmed to have been provided when Yandex sends a corresponding email reply to the specified email box;
- report the number of Branded Vehicles via email on a weekly basis at Yandex's request;
- during the period of placement of the Advertisements, refrain from placing other advertising, informational, and promotional materials onto the Branded Vehicles (including, but not limited to, the body, interior, rear window, light sign, if any) without the consent of Yandex;
- If there is a light sign on the Vehicle, the lighting shall be turned on during the entire period when the Vehicle is on-line.
3. Cost of the Services and Payment Procedure
3.1. Cost of services shall be calculated as described in the document entitled “Cost of the Informational and Advertising Services”, posted online on https://fleet.taxi.yandex.ru/agreements?page=marketing-terms and constituting an integral part hereof.
3.2. The parties agreed that Yandex may unilaterally amend the document “Cost of the Informational and Advertising Services” specified in clause 3.1 of the Agreement. The Carrier undertakes to review the amendments through the Partner Web Interface on its own. If the Carrier disagrees with the amendments introduced by Yandex into the said document, it is entitled to unilaterally and out of court repudiate the Agreement by notifying Yandex in writing about it within fifteen (15) calendar days from the date of receipt of the notice specified in this clause of the Agreement. The Contract is considered terminated from the moment Yandex receives the Carrier's notification.
3.2.1. Each Party to the Agreement shall be held liable for calculation and payment of taxes in accordance with applicable tax laws in force. The cost of the Carrier's Services shall include all applicable taxes, charges, duties and (or) other payments calculated in accordance with tax laws of the country of incorporation of the Carrier (if applicable). The cost of the Services shall be transferred by Yandex without withholding any taxes, fees, duties and (or) other charges in accordance with the tax laws of the country of Yandex registration.
3.3. Yandex shall make payments in Belarusian rubles within the relevant Reporting Period at least once a week upon reaching the payment limit due to Yandex specified in the document “Cost of the Informational and Advertising Services”, which shall prevail in case of discrepancy with the terms of this Agreement.
3.3.1. Within five (5) business days from the date of the end of the Reporting period, Yandex will forward to the Carrier an electronic report (Statement) drawn up unilaterally with respect to the Services provided during such a Reporting period. For the currency control and accounting purposes, the Carrier may issue an invoice for the respective payment amount.
3.3.2. Services shall be deemed to be rendered and accepted by Yandex in the amount specified in the electronic report (Statement), if Yandex submits no motivated written objections within 13 (thirteen) calendar days from the date of the report (Statement) generation.
Upon the expiry of the abovementioned period, no claims regarding the performance of mutual obligations and the exercise of rights under the Agreement during the Reporting Period shall be accepted.
3.4. The Parties acknowledge that to calculate the cost of the Services rendered by the Carrier to be reflected in the electronic report (Statement) they shall use only the statistics data reflected in the Partner Web Interface.
3.5. Yandex shall be deemed to have performed its obligations to pay for the Services as of the date when the relevant amount is debited from Yandex's settlement account.
3.6. If the Carrier fails to fulfill Requests during the Reporting Period, including the Requests with the Discount application, the Services shall be deemed not rendered in the Reporting Period and no Services Report (Statement) shall be executed by the Parties.
3.7. The Parties have agreed that when calculating the cost of the Services according to the procedure established in clause 3.1 of the Agreement no amount of the Discounts granted by the Carrier when complying with the Requests which were generated in bad faith shall be taken into account, including the Requests generated independently by the Driver complying with the Request and all the other Requests complied with by such driver during the Reporting Period.
The Request independently generated by the Driver complying with such Request shall be marked in the Partner Web Interface as “bad”.
The driver independently generating a Request/Requests shall be marked in the Partner Web Interface as “fraud”.
Yandex is entitled to determine at its own discretion, whether this or that Request is generated in bad faith, and not to disclose to the Carrier the algorithm of how to detect the Requests generated in bad faith and to determine the drivers who independently generate the Requests.
4. Acceptance of the Offer and Conclusion of the Agreement
4. The Offer Acceptance and Conclusion of the Contract is performed as follows:
4.1.1. Click "I have read, agree with and fully accept the terms of the Offer" button (or similar in meaning) in the Partner Web Interface or on Yandex website at https://forms.yandex.com/surveys/10013939.
4.1.2. Send a notification of acceptance of the Offer signed by the Carrier to the Yandex email address.
4.3. The Offer Acceptance initiates a Contract (Article 408 of the Civil Code of the Republic of Belarus) subject to the terms of the Offer.
4.4. If, after fifteen (15) days from the date of the Offer Acceptance, the Carrier has not started the provision of the Services in accordance with the Statistics data, Yandex shall have the right to terminate the Agreement unilaterally and out of court.
5. Liability of the Parties
5.1. The Parties shall be liable for violation hereof under this Agreement and the applicable laws.
5.2. In case of improper performance by a Party of its obligations under the Agreement, the other Party is entitled to unilaterally and out of court repudiate this Agreement sending to the other Party the respective written notice.
5.3. In case of violation of clause 2.2.1 hereof, the Carrier shall pay Yandex a penalty in the amount of BYN 25 (twenty five) for each case of violation.
5.4. If the Carrier fails to perform the obligations specified in clauses 2.2.3 2.2.4 and 2.2.5 of the Agreement and if the Carrier fails to comply with the guarantee provided for in clause 2.2.4 of the Agreement resulting in any third party claims, complaints and (or) lawsuits filed against Yandex, the Carrier undertakes to settle the said claims, complaints and (or) lawsuits by its own forces and at its own expense as well as to compensate Yandex for losses incurred in connection with the above.
5.5. The Parties shall be released from liability for partial or full non-performance of the obligations hereunder, if it is caused by force majeure events. The occurrence of force majeure events shall be confirmed by the documents to be issued by the competent authorities. The Party prevented from performance of its obligations hereunder shall immediately notify the other Party about occurrence and termination of the abovementioned force majeure events.
6. Duration of and Amendments to the Offer
6.1. The Offer becomes effective once published online at https://yandex.by/legal/marketing_offer, and is valid until Yandex withdraws the Offer.
6.2. Yandex shall reserve the right to amend the terms and conditions of the Offer and cost of the Services, and (or) withdraw the Offer at any time at its own discretion. Should Yandex introduce amendments to the Offer and (or) the cost of the Services, such amendments shall take effect from the moment the amended text of the document is published online at https://yandex.by/legal/marketing_offer or https://fleet.taxi.yandex.ru/agreements?page=marketing-terms, unless a different time period for the amendments to take effect is specified additionally at the moment of such placement.
6.3. The Carrier agrees and acknowledges that any amendments to the Offer shall result in the introduction of these amendments to the Contract effective for and concluded between the Carrier and Yandex, and this amendments to the Contract shall enter into force simultaneously with the amendments to the Offer.
6.4. Should Yandex withdraw the Offer during the term of the Contract, the Contract shall be deemed terminated upon withdrawal unless otherwise is specified by Yandex at the time of the withdrawal of the Offer.
7. Duration, Amendment and Termination of the Agreement
7.1. The Contract shall come into force from the moment the Offer Acceptance by the Carrier and is valid until the termination of the Contract.
7.2. The Contract may be terminated:
7.2.1. At any time upon agreement of the Parties.
7.2.2. By either Party acting unilaterally and out of court, subject to mandatory preliminary written notification of the other Party at least 10 calendar days prior to the anticipated date of termination;
7.2.3. By either Party unilaterally and out of court, should the other Party violate the terms of the Agreement and subject to written notification of the other Party.
7.2.4. For other reasons set out in this Offer.
7.3. Termination (cancellation) of the Electronic Services Agreement, regardless of the reason of termination (cancellation), shall result in automatic concurrent termination of the contract.
7.4. The Agreement may be amended by agreement of the Parties.
8. Miscellaneous provisions
8.1. The Contract and its performance shall be governed by the laws of the Russian Federation.
8.2. Any notices hereunder shall be forwarded by the notifying Party to the address of the Party to be notified by e-mail, fax, courier or post with return receipt requested. At the same time copies of the documents delivered by e-mail or by fax shall be recognized by the Parties as binding, until the original copies are provided to each Party; such exchange shall be done by the Parties as soon as possible (unless the Agreement expressly provides for otherwise).
8.3. All the Reports, appendixes and exhibits to the Agreement shall be an integral part hereof.
8.4. In the event that one or more provisions of this Agreement are found to be invalid, such invalidity shall not affect the validity of any other provision of this Agreement and the Agreement as a whole.
8.5. All disputes arising in connection with the present Agreement, or further agreements resulting therefrom, shall be settled in the court of international arbitration at the location of Yandex in the Netherlands (Netherlands Arbitration Institute) (the “Arbitration”).
Unless otherwise is agreed by the Parties: (i) a dispute shall be finally settled under the regulations of the Arbitration (hereinafter referred to as the "Rules"); (ii) the dispute shall be settled by three arbitrators appointed in accordance with these Rules, and (iii) the arbitration proceedings shall be held in English.
The arbitration award shall be final and binding.
Notwithstanding any dispute hereunder, the Parties shall continue to perform their respective obligations under the Agreement unless the Parties otherwise agree.
8.6. The information contained in the document "Cost of the Informational and Advertising Services", as well as the fact that the Agreement was concluded shall be confidential. Except for the cases expressly specified in the Agreement or previously agreed by the Parties in writing in the form of an addendum to the Agreement, neither Party may use in any way the full or abbreviated trade name, trademarks, brands or other means of individualization of the other Party without its prior consent.
9. Yandex Details
Uber ML B.V.
Legal form: Besloten Vennootschap (Private Limited Company)
Location: Schiphol Boulevard 291, 1118 BH Schiphol, the Netherlands
Registration number in the Netherlands: 69453632
Date of incorporation: August 24, 2017
Date of registration (Commercial Register): August 24, 2017
VTB BANK (EUROPE) SE
IBAN: DE13 5032 0000 0207 6494 35 (Belarus ruble)
SWIFT / BIC - OWHBDEFFXXX
Correspondent account - BY40SLAN17029146300000100000
Correspondent bank SWIFT / BIC - SLANBY22
Email address for official notices under the contract: email@example.com
If you have technical issues, use the "Technical support" section in the Partner Web Interface.
Date of publication: December 22, 2020
Effective date: December 22, 2020
Previous version of the document: https://yandex.by/legal/marketing_offer/01042020