Offer for the Provision of E-Services
This document constitutes Yandex's offer to the Carrier to conclude an E-Services Agreement 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.
"Carrier" shall mean a legal entity or an individual entrepreneur providing services for the carriage of passengers and their baggage and/or other services, including those for the carriage of goods of individuals by road in accordance with applicable law.
"Driver" shall mean an individual who has signed an employment or civil law contract with the Carrier or a third party who has signed an agreement with the Carrier, who has the right to drive a vehicle and actually drives a vehicle for the carriage of passengers and their baggage and actually provides other services to Users, including services of carriage of goods of individuals by road.
"Offer" shall mean this "E-Services Offer" available online at https://yandex.by/legal/offer.
"Offer Acceptance" shall mean complete and unconditional acceptance of the Offer by taking the steps specified in Clause 6 of the Offer. The Agreement is concluded via the Offer Acceptance.
"E-Services Agreement" or "Agreement" shall mean a non-gratuitous contract for the provision of the Services concluded between the Carrier and Yandex via the Offer Acceptance.
"Service", "Services" shall mean electronic services provided via Yandex digital platform constituting accompanying data collection, compilation, and transmission services that enable Carriers to search for, obtain, and fulfill User Requests and independently arrange the process of passenger and baggage carriage services and/or other services, including carriage of goods of individuals by road. Such Service includes access to the Service for Drivers and the corresponding other services, Websites, as well as to related systems of support services, which Yandex, at its discretion, may update or change from time to time. The Services may include e-services for remote search, selection and transmission to Carriers through the Service of data on individuals who wish to become Drivers using their own vehicle or a vehicle owned by the Carrier.
"Electronic Information System" shall mean the electronic information system, Certificate of state registration No. C-0126-01-2018 dated April 25, 2018, using which Yandex is authorized to provide the Service.
"Service for Drivers" shall mean a service for the Drivers designed for automated receipt of information about the Requests by the Driver, and providing other functional capabilities, which are fully described in the manual for the Service for Drivers.
"Services" in plural shall jointly mean the Service and the Service for Drivers.
"Registration" shall mean a combination of the Carrier’s actions which result in a login and password being assigned to the Carrier to access the Service.
"Partner Web Interface" shall mean a functional part of the Service available to the Carrier after authorization, using the Carrier's login and password, that helps the Carrier customize the settings of the Service to fit his/her preferences taking into account available options; remotely interacts with Yandex services subject to the terms and conditions hereof; and provides access to the Service usage statistics and to the Statistics Data.
"Statistics Data" shall mean data from Yandex automated systems which may contain data for calculation of the cost of the Service (Service fee) and any other data related to performance of the Agreement via electronic means.
"Reporting Period" shall mean a period of one calendar month. It is understood however that the first Reporting Period shall be deemed a period of time from the effective date of the Agreement up to the end of the relevant calendar month, and the last Reporting Period shall be deemed a period of time from the date of beginning of the relevant calendar month up to the date of termination or expiration of the Agreement.
"Vehicle" shall mean a vehicle used by the Driver to carry passengers and their baggage and/or provide other services, including those for the carriage of goods of individuals by road.
"Request" shall mean information about potential demand for passenger and baggage carriage services and/or other services, including carriage of goods of individuals by road, the User posts in the Service.
"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 thereon, and all advertising spaces of which (body, interior, light sign — if any) have been covered with the Advertising materials of Yandex by efforts of the Carrier and as agreed in advance with Yandex.
Advertising materials 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.
"Joint Promotion" shall mean an event held jointly by Yandex and the Carrier to promote the Service for the carriage of passengers and baggage and/or other services, including those for the carriage of goods of individuals by road, provided by the Carrier to the User in which the User is given a discount on the cost of Carrier services for the carriage of passengers and baggage and/or other services under the Joint Promotion terms. The terms of the Joint Promotion, as well as the procedure for granting the discount, are defined in the document published in the Partner Web Interface online at https://fleet.taxi.yandex.ru/agreements being an integral part of the Offer.
"Benefits Programs" shall mean loyalty programs implemented by Yandex for Carriers and Drivers in accordance with the Program Rules posted at the following addresses: Privilege Program – http://yandex.by/legal/taxi_driver_loyalty, Priority Program – https://yandex.by/legal/taxi_driver_priority/?lang=ru.
The Offer may contain other terms that are not defined in this clause and must be interpreted in accordance with the text of the Offer and the General Terms and Conditions. If there is no unambiguous interpretation of a term in the text of the Offer, the Parties shall be guided by the interpretation of the term: primarily – defined at the Service, secondarily – existing in the Internet, thirdly – defined in laws of the Netherlands.
1. Subject Matter of the Agreement
1.1. Yandex undertakes to provide the Carrier with the E-Services specified in the Offer. Services are provided outside the Republic of Belarus.
1.2. The Service provides for the acceptance of non-cash funds from Vehicle passengers for the carriage of passengers and baggage and other services, including those for the carriage of goods of individuals by road.
2. Obligations of the Parties
2.1. Yandex undertakes to:
2.1.1. Provide E-Services to the Carrier subject to the terms and conditions of the Agreement.
2.1.2. Send a unilateral Services Certificate to the Carrier subject to the procedure set out in Clause 5 of the Offer.
2.1.3. In the course of provision of the Services under the Agreement, ensure that the Carrier can familiarize itself with the Statistics Data via the Partner Web Interface, provided that Yandex is not liable for the Carrier being unable to familiarize itself with the statistics data for reasons beyond Yandex's control.
2.1.4. Provide access to the Services as is no later than ten (10) business days from the date of the Offer Acceptance; ensure correction of errors that have occurred during operation (if possible), except for cases related to malfunctions of the Carrier's equipment, as well as to Carrier's misuse when using the Services or its own technical means and devices.
2.2. Yandex may:
2.2.1. Request the Carrier for the documents confirming the authenticity of the data provided by the Carrier on the Drivers, including copies of passports, driving licences, permissions/notifications for the provision of carriage of passengers and baggage services, other documents necessary for the provision of the services, including those for the carriage of goods of individuals by road and fulfillment by the Carrier of its obligations specified in Cl. 2.3.3. of the Offer. A request for provision of the documents can be e-mailed by Yandex to the Carrier's e-mail address specified in the Partner Web Interface.
2.2.2. Use the Vehicles location data provided by the Carrier (GPS tracks) in any Yandex services and software applications by any means without restrictions.
2.2.3. Make changes to the Offer without prior notice to the Carrier.
2.2.4. Suspend the provision of the Services under the Agreement and/or prematurely terminate the Agreement unilaterally and extra-judicially by notifying the Carrier subject to conditions stipulated in the Offer. It is understood, that the provision of the Services under the Agreement shall be suspended and/or the Agreement shall be deemed terminated from the date of notification of the Carrier by Yandex.
2.2.5. Take any actions (control measures) to verify the quality of the carriage and other Carrier's services, including those for the carriage of goods of individuals by road. The data obtained as a result of supervisory measures are sufficient, but are not the only basis for proving that the quality of the Carrier's services does not meet the requirements of the Agreement. It is understood, that Yandex independently determines the methods, frequency and grounds for supervisory measures.
2.2.6. At the request of the Carrier, Yandex may provide the Carrier with Advertising materials for placement on the Vehicle. The number of Vehicles that host the Advertising materials, location and period of placement thereof, as well as other issues associated with placement of the Advertising materials on the Vehicles shall be agreed by the Parties in working order via e-mail.
2.2.7. Make changes to the content, functionality and user interface of the Services, as well as to the guidelines for using the Services, at its own discretion and without the consent of the Carrier.
2.2.8. Perform preventive maintenance on the server, if possible in the period from 6 pm to 6 am (Moscow time). The total time of unavailability of each Service associated with the conduct of the preventive maintenance shall not exceed 64 hours per month.
2.2.9. Suspend the provision of the Services or terminate the Agreement if the Carrier has a debt to Yandex under the Agreement or under any other contract concluded between the Carrier and Yandex.
2.2.10. Place information about the Carrier's trade name, brand name (full name of an individual entrepreneur) and address on the Service to be accessed by the general public in order to provide the Users with information about the Carrier in accordance with the current legislation.
2.2.11. Insure the life and health of a Driver for the duration of the carriage of passengers and baggage at the request of the User. The terms of additional insurance of the Driver are determined by Yandex independently. For the purpose of exercising this right, Yandex transmits the necessary information about the Drivers, Requests, and other information to the following insurers:
- Joint Belarusian-Austrian Kupala Closed Joint-Stock Insurance Company;
- TASK Closed Joint-Stock Insurance Company;
- Ingosstrakh Closed Joint-Stock Insurance Company.
2.2.12. Grant the data and information received from the Carrier to employees and partners of the persons with whom Yandex signed an agreement (1) associated with the provision of the Service on certain territories, including for the purposes of provision of access and distribution on certain territories by such Carriers and/or Vehicles; (2) associated with actions and provision of works and services aimed at organization and implementation of supervisory measures; (3) associated with marketing, promotional and other measures, actions, programmes, in which representatives of the Carriers, including the Drivers, take part.
2.2.13. Should the Carrier violate the terms of this Offer, limit the functionality of the Services.
2.2.14. Keep records of all inquiries and communication sessions with any representatives of the Carrier in order to resolve difficulties and disputes, and to exercise Yandex's rights and interests.
2.2.15. When calculating the remuneration fee for each Request Confirmed by the Carrier in accordance with the procedure set out in Clause 5, Yandex shall have the right at its sole discretion to grant the Carrier a discount on Services (hereinafter referred to as the Discount on Services), in particular, if the Carrier simultaneously fulfill the following conditions:
- The Confirmed Request has been fulfilled by a Branded Vehicle;
- The Carrier has ensured the proper technical and visual condition of such a Branded Vehicle, including, but not limited to: the absence of any damage to the body of a vehicle larger than A4 (including damage to the paintwork and film, if any); the absence of any damage to the glass elements and headlights of the vehicle; the absence of any damage and stains on passenger seats.
The amount of the discount (if granted), as well as other conditions of its provision are published in the Partner Web Interface online at https://fleet.taxi.yandex.ru/agreements, and are an integral part of the Offer. The final cost of Yandex Services, with the Discount on Services being considered, shall be indicated in the Certificate issued in accordance with the terms and conditions of the Agreement at the end of the Reporting Period. Yandex shall have the right to supervise the Carrier's compliance with the conditions for the provision of the Discounts for Services by any means that do not contradict the law. The data obtained by Yandex as a result of such supervisory measures shall be sufficient, but not exclusive, for denial to provide the Carrier with a Discount on Services.
2.3. The Carrier shall:
2.3.1. Provide Yandex with the contact details of the persons responsible for operational cooperation regarding the contractual performance.
2.3.2. Prior to start of the provision of the services under the Agreement by Yandex, ensure technical integration of its hardware and software suite with the Service in accordance with Yandex's instructions provided by Yandex at the request of the Carrier, as well as provide data about the Drivers and the Vehicles in accordance with the list specified herein. The Carrier is solely liable for all actions performed by the Carrier using its hardware and software suite integrated with the Service.
2.3.3. During the term of the Agreement, provide Yandex with information (hereinafter referred to as Information), including personal information of the Drivers, brand names and addresses of the Carrier, necessary for provision the Carrier with the Services by Yandex, and for execution of the rights and legitimate interests of Yandex, its partners and Users, including for the purposes specified in sub-section 2.2.11 and 2.2.12 of the Offer. The procedure and conditions for provision of the information to Yandex by the Carrier shall be agreed by the parties hereby. It is understood, that the Carrier shall ensure that the provision of information by the Carrier, its content and its use by Yandex in accordance with the terms and conditions of the Agreement does not infringe the rights of third parties and the current legislation, including personal data laws, is not encumbered with rights of third parties, will not result in Yandex incurring obligations on payment of remuneration to third parties. The carrier understands and agrees that information about the trade name and address of the Carrier will be in public domain.
2.3.4. Accept Yandex Services in accordance with the procedure and under the terms stipulated by the Agreement, and pay for Yandex Services as and when set out in Clause 5 of the Offer.
2.3.5. Provide the User with the carriage of passengers and baggage and/or other services, including those for the carriage of goods of individuals by road in accordance with the criteria specified by the User in the Request, as well as in accordance with the requirements hereof and the applicable legislation of the Republic of Belarus.
2.3.6. Assist Yandex in carrying out supervisory measures in accordance with sub-clause 2.2.5. of the Offer.
2.3.7. Obtain the Drivers' written permissions (consent), including the Drivers' permissions (consent) in relation to their Trusted contact persons (any third person acting as a contact person of the Drivers in case of emergency and in cases defined by the Carrier), as well as the written permissions (consent) of other persons involved in provision of the services to the Users, in order to transfer (including cross-border transfer) their personal data to Yandex, as well as to process the personal data of the Drivers, Trusted Contacts and persons specified by both the Carrier and Yandex in any way, including obtaining information and personal data of these persons from any third parties, for the purpose of performing the Agreement, including for the purposes stipulated in sub-clauses 2.2.11 and 2.2.12 of the Offer, and in cases specified in sub-clause 11.8 of the Offer, as well as for the purpose of exercising the Rights and legitimate interests of Yandex, its partners and users, for the term of the Agreement and at least five (5) years after its termination. The carrier also undertakes to obtain, in the appropriate form, a consent for the transfer of the Driver's data to Yandex and its further processing, which is necessary for authorization and use of the Service by the Driver for the specified purpose and for the period specified in this paragraph. The Carrier shall keep these consents for the specified period and provide them to Yandex at its request. Inform Yandex should the Driver or the specified persons withdraw their consent to the processing of personal data within three working days.
2.3.8. Never provide personal data, including Users' phone numbers, to third parties, and/or never use the User's personal data for purposes not stipulated by the Agreement, particularly but not exclusively never make calls, send SMS messages, content of which does not directly relate to the Requests placed by the Users within the Service (spam, advertising, etc.).
2.3.9. Use the Services only within the limits of the rights and in the ways stipulated in the Agreement and in compliance with all the terms of the guidelines for usage of the Services.
2.3.10. Be solely liable for safety and confidentiality of the registration data (username and password). All actions performed using the Carrier's username and password in the Partner Web Interface are considered to have been performed by the Carrier. The carrier is solely liable to third parties for all actions performed using the Carrier's username and password. Yandex is not liable for unauthorized use of the Carrier's registration data by third parties.
2.3.11. In case of termination/change of the contractual relationship with the Driver, the Carrier shall immediately notify Yandex thereof, as well as make appropriate changes to the Driver's information contained in the Service's information system. In the event of violation of the above obligation, the Carrier shall indemnify Yandex for all losses incurred in connection thereto no later than five (5) business days from the date of submission of the corresponding claim by Yandex, and shall assist Yandex in resolving any claims made against the latter in relation thereto.
2.3.12. The Carrier shall receive written permissions (consent) from the Drivers to receive advertising and information messages from them, as well as keep these consents for the duration of the Agreement and 5 (five) years after its termination and shall provide them to Yandex at its request within 1 (one) business day from the moment of sending the corresponding request by Yandex. In case of receiving a written withdrawal of consent from the Driver, the Carrier shall inform Yandex thereof within one business day.
2.3.13. Should the Carrier receive from Yandex, including via electronic mail, a request based on an inquiry of the passenger/User with an indication of an incident that took place during the requested trip (including car accidents, other incidents threatening life, health or property of the passenger/User), the Carrier must provide the information requested, and documents related to the incident (including the documents drawn up upon the car accident — in case of a car accident) to the passenger/User, or, upon the agreement between the Carrier and Yandex, to Yandex, for subsequent handing over to the passenger/User.
2.3.14. Keep the contact e-mail address specified in the Partner Web Interface up-to-date, as well as guarantee access to the specified mailbox only to persons authorized by the Carrier to conduct legally binding actions and cooperate with Yandex on all issues related to the execution, modification, termination and discharge of the Agreement.
2.3.16. Refrain from giving any comments, interviews, answers to questions, as well as any other statements in the mass media, in other subjects of information dissemination, as well as at any public or private events, on behalf of Yandex without prior approval from Yandex.
2.3.17. Provide a discount and fulfill other obligations of the Carrier within the framework of the Joint Promotion.
2.3.18. In the case of transportation of goods of individuals, enter into a contract for the carriage of goods of individuals. The conclusion of the contract shall be confirmed by drawing up and issuing an order to the User in a form that meets the requirements of the legislation of the Republic of Belarus.
2.3.19. At the conclusion of the Agreement, provide to Yandex and update the following true and accurate information about the provider of the carriage of passengers and baggage and/or other services, including those for the carriage of goods of individuals by road in accordance with the legislation of the Republic of Belarus, for its further communication to the Users:
- trade name (last name, first name, patronymic for an individual entrepreneur),
- location (address),
- working schedule,
- number of entry in the Unified State Register of Legal Entities or number of entry in the Unified State Register of Individual Entrepreneurs.
In case of a failure to provide this information, the Carrier confirms to Yandex that the information provided by it when accepting the Offer and performing the Agreement in relation to itself is correct for displaying information for the Users about the provider of carriage of passengers and baggage and other services, and/or those for the carriage of goods of individuals by road
2.3.20. Familiarize the Drivers with the rules of the Benefit Program, as well as get their written consent to participate in it. If a Driver elects not to participate in the Benefit Programs, notify Yandex thereabout in written form within one (1) business day from the receipt of such a waiver.
2.3.21. Upon Yandex’s request, provide Yandex with documents confirming the place of registration and tax residence of the Carrier within the terms specified by Yandex, and if any other terms for the preparation of such required documents is established by laws of Carrier's residence, immediately upon their receipt in competent authorities;
2.4. The Carrier shall be entitled to:
2.4.1. Access statistical data in accordance with the established procedure. In this respect, all actions performed by the Carrier through the Partner Web Interface using the Carrier's username and password are considered to be performed by the Carrier.
2.4.2. Upon failure to approve changes to the Offer made by Yandex, repudiate the Agreement unilaterally by notifying Yandex in writing no later than ten (10) calendar days from the date of publication of these changes online at https://yandex.by/legal/offer, having paid Yandex the cost of actually rendered Services. The Agreement is considered terminated from the moment Yandex receives the Carrier's notification.
2.4.3. Refuse to participate in the Benefit Program by sending a written refusal to Yandex. Yandex shall terminate the Carrier's participation in the program no later than 10 (ten) calendar days from the date of receipt of such refusal.
3. Procedure for Cooperation of the Parties in the Provision of Services
3.1. Carrier Data.
For the purpose of provision of the Services by Yandex, the Carrier and/or the Driver (in this case, the Parties have agreed that the Driver acts as an authorized representative of the Carrier) shall give a consent to the use by the system of the relevant data:
3.1.1. Vehicle location data (GPS tracks). Data on all on-line Vehicles shall be transmitted continuously, without linkage to Requests. The carrier is liable for relevance of the information provided.
3.1.2. Data on the Vehicle status. Data on all on-line Vehicles shall be transmitted continuously, without linkage to Requests.
3.1.3. Driver data:
- name, patronymic, surname;
- Payer ID;
- date of birth;
- place of birth;
- driver's photo;
- passport data (series, number, issued by and on);
- registration address;
- at Yandex's request, scanned copies of passport pages containing the above-mentioned personal data,
- Republic of Belarus driver's license data:
- name, patronymic, surname
- date and place of birth
- expiration date
- name of an issuing authority
- series, number of license
- category (ies)
- at Yandex's request, a scanned double-sided copy of the driver's license of the Republic of Belarus,
- driver contacts (telephone number)
3.1.4. Vehicle data:
- state registration number;
- vehicle make (according to the vehicle registration certificate);
- vehicle manufacture date (according to the vehicle registration certificate);
- at the request of Yandex, a scanned copy of the vehicle registration certificate (two-sided);
- load capacity (in tons);
- capacity of cargo hold (in centimeters);
- photos of the car
3.1.5. Optionally, a "black list" of Users' phone numbers.
3.2. Generation, transmission and fulfillment of User Requests.
For the avoidance of doubt, Yandex does not organize and manage technological process of the carriage of passengers and baggage and/or goods of individuals, does not receive or transmit orders for road carriage of passengers and baggage and/or goods of individuals, and User interaction shall be performed solely by the Carrier in accordance with the Carrier's terms of service.
3.2.1. Request generation
By default, the User shall send a Request via the Service to all Carriers whose Vehicles match the Request.
After the User places a Request, Carriers receive a Notification.
3.2.2. The Notification received by the Carriers may contain the following information:
- Unique Vehicle numbers (IDs assigned by the Service) that meet the Request
- 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
- Service class selected by the User
- Destination (coordinates and corresponding address)
- Delivery deadline;
- Additional requirements for the Vehicle, if specified
- goods description (if applicable)
- Comment, if specified by the User
- Additional services (including loading (unloading), goods ascent /descent(if there is an elevator))
- Payment form
The Service can send multiple Notifications with an interval of 30 seconds or more per each Request.
The parties have agreed that the Request may first be sent by the System to the Carriers whose Drivers/Taxis meet the following conditions:
- the Driver's rating determined according to the rules posted online at: https://pro.yandex/by-ru/minsk/base/raiting shall be no less than 4 out of 5 points;
- he Driver's activity determined according to the rules posted online at: https://pro.yandex/by-ru/minsk/base/activity shall be no less than 10 out of 100 points;
- The Vehicle meets the requirements for Branded Vehicles set forth herein.
3.2.3. Carrier's actions upon receipt of the Notification
- The Carrier shall notify the Drivers of the received Notification;
- Selection of a Driver must be performed by the Carrier with the same priority as when processing requests for services received from other sources;
- If the Driver is ready to fulfill the Request in accordance with the conditions specified in the Notification, the Driver shall inform the Carrier accordingly.
3.2.4. Transmission of Request
The specific Carrier and Driver who first accepted the Request for execution is determined automatically in accordance with the algorithms of the system without the participation of Yandex.
Such Carrier receives full information about the Request:
- Unique number of the selected Vehicle;
- Phone number of the User;
- User's name, if specified;
- Service class selected by the User;
- Place of delivery and route, if specified (coordinates and corresponding address);
- Delivery deadline;
- Additional requirements for the vehicle, if specified;
- goods description (if applicable);
- Comment, if any;
- Additional services (including loading (unloading), goods ascent/descent(if there is an elevator))
- Payment form.
In response to receiving full information about the Request, the Carrier shall place a Confirmation in the system or a communication stating that it is not ready to provide the services listed in the Request. Placing a Confirmation means that the Carrier is ready to provide the User with the services listed in the Request in full and on the terms specified in the Request. After placing the Confirmation in the system, the Request shall be deemed accepted for execution by the Carrier. If the Carrier refuses to fulfill the Request, other Carriers will receive the Notification to fulfill the Request.
After the Request is confirmed, the relevant service of the Carrier or the Carrier itself shall further coordinate the actions of the Driver and the User.
3.2.5. Information on fulfillment of the Request
Having received the Request, the Carrier shall further coordinate the Driver's meeting with the User and provide the User with the services listed in the Request. The carrier shall send the following information to the system:
- driver details:
- Vehicle details, including state registration number, year of manufacture and color;
- signals informing about the status of the services:
- driving — on the way to the User
- waiting - arrived to the place of destination, waiting for the User/goods
- transporting – taking the User/goods to the place of destination
- complete - the Request was fulfilled. The cost of the ride/service rendered shall be transmitted along with this status
- cancelled — the Request has been canceled by the Carrier with a reference to the User's refusal indicating the reason for the refusal
- failed — the Request has been canceled by the Carrier for any reasons other than those described in the "canceled" item. If the Carrier does not provide the reason for the cancellation of the Request by the User, such Request shall be considered "failed".
3.2.6. Request cancellation
The Carrier will receive a notification from the system about the Request cancellation, if:
- The Request has been canceled by the User
- The Request has been accepted by any other Carrier
3.3. Requirements for the Carrier, Drivers, provision of services for the carriage of passengers and baggage and/or other services, including those for the carriage of goods of individuals by road under Request in the Service
3.3.1. Requirements to Carriers
- Carrier's website with a description of the terms of carriage, fares, information about the person who provides the carriage services, and contacts;
- The carrier shall continuously transmit the Vehicle location data (GPS tracks) to the Service and block transmission of patently false GPS tracks;
- Round the clock service capable of coordinating actions of the Driver and the User, if necessary;
- Necessary infrastructure that ensures proper monitoring of the technical condition of the Vehicle before leaving for the route, as well as pre-trip medical examination of the Drivers;
- Availability of at least 5 vehicles owned by the Carrier under a title and/or on other legal grounds;
- Comply with other requirements stipulated by law.
3.3.2. Requirements to Drivers and Vehicles:
- Vehicles shall be equipped with at least two airbags in the basic version;
- the Driver's rating determined according to the rules posted online at: https://pro.yandex/by-ru/minsk/base/raiting shall be no less than 4 out of 5 points;
- The Driver's activity determined according to the rules posted online at: https://pro.yandex/by-ru/minsk/base/activity shall be no less than 10 out of 100 points;
- The Drivers and Vehicles shall meet other requirements established by law, including legislation in the field of passenger and baggage carriage by means of passenger taxi and/or other carriage services, as well as by the Offer.
Should any of the Vehicles/ Drivers of the Carrier fail to meet the above conditions or should Yandex consider the results of testing specified below in this paragraph to be unsatisfactory, only Vehicles/Drivers that meet the requirements of the Service shall be allowed to work with the Service.
3.3.3. General requirements for the provision of services for the carriage of passengers and baggage and/or other services, including those for the carriage of goods of individuals by road under Requests placed by Users and accepted by Carriers via the Service
- The Carrier shall ensure that the Vehicle is delivered at the location and time specified in the Request.
- The Carrier shall ensure that the Vehicle delivered is suitable for the purpose of provision of the services at the Request and in a technically sound and visually appropriate condition.
- The Carrier shall ensure that the professional qualities and qualification of the Drivers and the condition of Vehicles meet the requirements of the Service and the current legislation of the Republic of Belarus.
- The Carrier may engage its employees and other third parties for the provision of additional services, provided that the Carrier shall be liable for the provision of additional services by such persons in the manner and within the limits stipulated by the legislation of the Republic of Belarus.
- The carrier undertakes to comply with the requirements of the legislation of the Republic of Belarus in the field of labor safety, in particular, ensure that employees or third parties engaged undergo a medical examination, instruction, training and testing of knowledge on labor safety issues, as well as provide employees or third parties engaged with personal protective equipment.
- The Carrier shall provide the Users with the carriage of passengers and their baggage and/or other services, including those for the carriage of goods of individuals by road at fares that do not exceed the maximum Yandex.Taxi fare agreed by the Parties, as well as within the range of the maximum cost of the ride/services provided, calculated in accordance with Clause 5 hereof.
- The Carrier undertakes to ensure that the Vehicles have a cash machine that meets the requirements of the legislation of the Republic of Belarus for accepting cash for the carriage of passengers and baggage and/or other services.
- The free waiting time for the User shall be at least 3 (three) minutes (except for waiting during rides to/from airports).
- If the User has the "loyal" mark and less than 20% of user-canceled orders, It is forbidden to confirm the Request (to call) using phone before the time of delivery of the Vehicle; it is allowed to call Users who have the "loyal" mark and less than 20% of user-canceled Requests if it is necessary to specify the address of delivery or the route to the place of Vehicle delivery.
- Automatic transmission of the "driving" status is forbidden (on the way to User). Transmission of such status is only allowed to be initiated manually by the Driver at the time when he actually set off for the provision of the services at the Request.
- In order to ensure traffic safety, when providing the User with the carriage and other services, including those for the carriage of goods of individuals by road, the Driver is recommended to use no more than one technical device that allows accepting Requests. If Yandex or the Carrier receives repeated complaints from the Users related to violations of this recommendation, Yandex shall have the right to take the measures specified in sub-clause 3.4 herein against the Carrier.
- The User's rating of the services provided by the Carrier shall not be directly accessible to the Driver. The average rating of services rendered may be available to the Driver with a time delay of at least 12 (twelve) hours.
- The Carrier shall respond to Yandex's requests via e-mail regarding the User/Driver inquiries, with the exception of those listed below, within 24 hours from the moment they are sent in order to resolve conflict situations and, if necessary, to pay compensation for the damage caused to the User/User's goods, as well as to inform Yandex of the measures taken.
- The Carrier shall take measures listed above in this paragraph within 12 hours of receiving the User's inquiry if it is related to one of the following issues:
- cost of services provided by the Carrier exceeds the maximum Yandex.Taxi fare;
- driver refused to give the discount agreed by the Parties;
- any actions of the Driver that led to an increase in the pre-calculated cost of the Carrier's services reported to the User (change of the route, etc.);
- all other User inquiries related to material losses caused by the Driver's actions.
- The Carrier shall notify the User if the Vehicle has not been delivered in time or if the Vehicle has been reassigned not less than 10 minutes before the time of delivery specified in the Request Confirmation.
- Cancel the Request only in force majeure circumstances, except for cancellation at the User's initiative, and notify the User of the cancellation at least 10 minutes before the time of delivery of the Vehicle specified in the Request Confirmation.
3.4. E-services for remote search, selection and transmission to Carriers through the Service of data on individuals who wish to become Drivers using their own vehicle or a vehicle owned by the Carrier.
3.4.1. The service shall be provided to those Carriers that have received a corresponding notification from Yandex to the e-mail address and have not sent a refusal within 5 working days from the date of receiving of such notification.
If the Carrier has not received the above notification, but wishes to receive the said Services, the Carrier shall send a request to Yandex by writing a free-form letter to the Yandex e-mail address.
The request shall contain an indication of the type of requested data that is to be provided to Yandex: data of Drivers with their own vehicle and/or data of Drivers who want to use the Carrier's vehicle.
Yandex shall send a confirmation of receipt of the Request to the Carrier no later than 5 business days from the date of receiving the said request. Yandex proceeds to the provision of the Services after Yandex sends the said confirmation.
Each Party may cancel the provision of the Services by sending the relevant request indicating the date of termination of the said services to the e-mail address of the other Party. The said application shall be sent no later than 10 business days prior to the date of termination of the provision of the said services. At the same time, the Services rendered before the date of termination of these services shall be payable in full.
3.4.2. Data on Carriers that are provided with the corresponding service shall be posted at https://taxi.yandex.by/driver/parks/city. The link will be given to the potential Driver.
3.4.3. The data collected about potential Drivers via a page online https://taxi.yandex.by/driver, will be sent to the Carrier by e-mail.
The Carrier will receive Data on those individuals (potential Drivers) who meet the following requirements:
- Total driving experience of 2 years or more;
- Age of at least 20 years;
- Has a driver's license for the right to drive category B vehicles;
- With respect to the data of Drivers using their own vehicle – has a vehicle that the individual plans to use to fulfill the Requests as a Carrier's Driver.
Yandex will not verify the specified information, and the individual (potential Driver) shall be liable for the accuracy of the information provided.
3.4.4. The Parties shall use the following e-mail addresses:
Carrier: e-mail address specified by the Carrier in the Partner Web Interface.
3.4.5. The Services provided for by Cl. 3.4. hereof shall be deemed rendered and be payable subject to the fulfillment by Yandex of the obligations provided for in Cl 3.4.2. and/or Cl. 3.4.3 hereof, as a result of which the individual has become a Driver of the Carrier and fulfilled at least one Request as a Driver of the Carrier (Carrier's affiliate) within the terms specified below:
A) within 90 calendar days, starting from the day on which the data on such an individual was sent by Yandex to the Carrier in accordance with Cl. 3.4. 3 hereof;
B) within 30 calendar days from the date of sending the link to the Driver in accordance with Cl. 3.4. 2. hereof.
3.5. Suspension and Termination of the Carrier's access to the Service
Yandex shall reserve the right to prevent the Drivers/Vehicles from accessing the Service, and/or limit the functionality of the Services, and/or suspend the provision of the Services to the Carrier in the following cases:
- For technical, technological or other reasons that prevent the correct functioning of the Service and during the time of elimination of such reasons;
- If there are multiple complaints from the Users at the Carrier;
- In the case of calculating the cost of carriage services provided to the User and other services, including services for the carriage of goods of individuals by road at a rate exceeding the maximum Yandex.Taxi rate agreed by the Parties;
- In case the Carrier violates the obligation to fulfill User Requests placed within the Service (to select a Driver) and having the same priority as orders received by the Carrier from other sources;
- Unfair fulfillment of the User Requests;
- Reporting false information about the Vehicle location, Vehicle status, drivers, Vehicles, and about Requests canceled both at the initiative of the User and the Carrier, as well as about the reasons for the cancellation;
- Disclosure of personal information and phone numbers of Users to third parties, and/or making calls/sending SMS to these phone numbers, the content of which is not directly related to the provision of the services for the Requests (spam, advertising, etc.);
- Fulfillment of fraudulently generated Requests by the Driver, including Requests generated independently by the Driver fulfilling the Requests. It is understood however that Yandex shall have the right to determine at its own discretion whether a particular Request has been generated in bad faith, and not to disclose the algorithm for detecting fraudulently generated Requests and for determining Drivers who exercise independent generation of Requests to the Carrier;
- The Carrier and/or the Driver performs other unfair actions in relation to the Service. It is understood however that Yandex shall have the right to determine at Its own discretion whether a particular action of the Carrier, and/or the Driver is unfair to the Service and not to disclose the algorithm for detecting such actions to the Carrier. If the Carrier's and/or Driver's unfair actions have resulted in material losses incurred by Yandex, including lost profits, Yandex shall have the right to seek recovery of losses from the Carrier;
- Rude, impolite, incorrect behavior of the Driver towards the User, and/or other passengers of the Vehicle;
- Dirty interior of the Vehicle, presence of an unpleasant smell in the car interior;
- Two or more complaints from the Drivers about the Carrier's violation of its financial obligations to the Drivers;
- Carrier's refusal to fulfill 75 % or more of the Requests (including Requests with a delivery location or destination at airports, and/or within a radius of 5 km from it, or Requests in other fare zones determined by Yandex);
- Other cases of violation of the obligations stipulated in the Agreement by the Carrier/Driver.
Should the Carrier or the Carrier's Drivers refuse to check the quality of the carriage and other services, including those for the carriage of goods of individuals by road, provided to the Users by Yandex, or should Yandex consider, including based on the results of the supervisory measures, the quality of the Carrier's services, including services provided by a specific Driver and on a specific Vehicle, to not meet the requirements hereof, Yandex shall have the right to disallow specific Drivers and Vehicles to work with the Service, and/or send a notice demanding to eliminate the violations committed, and/or suspend the provision of the services to the Carrier, and/or terminate the Agreement unilaterally and out of court.
If Yandex detects violations of the Service requirements specified in this clause of the Offer committed by the Carrier, Yandex may exclude the Carrier from the list of Carriers that accept the User Requests by default, as well as suspend the provision of the services to the Carrier, and/or terminate the Agreement unilaterally and out of court.
3.6. The information specified in Clause 3 hereof is exchanged through the Service interfaces and e-mail of the Offer Parties.
4. Yandex.Taxi Fare
4.1. The terms of this Clause of the Offer are published in the Partner Web Interface at https://lk.taximeter.yandex.ru/cabinet/terms, and constitute an integral part of the Offer.
5. Cost of the Services and Payment Procedure
5.1. The cost of Yandex E-Services (hereinafter referred to as the Service Fee) shall be calculated in accordance with the rates defined in the General Terms.
For the purposes of processing invoices and other documents related to the Agreement, the Agreement is assigned an identification number that is specified in the invoice.
The said amount of remuneration shall be transferred by the Carrier in full, without deduction for any taxes, duties and other payments payable under laws of the Carrier's country; the Carrier shall pay such taxes, duties and other sums at its own expense.
If, according to statutory requirements, the Carrier is obliged to withhold any taxes, duties, fees, and/or other amounts from the remuneration due and payable to Yandex, subject to it being the income beneficiary, then the total cost of the Services due from the Customer shall be increased so that the amount of payment resulting after withholding the taxes is equal to the amount calculated in accordance with sub-section 5.1 hereof.
If the Carrier withholds any taxes, fees and/or other payments, the Carrier, at the request of Yandex, undertakes to provide proof of payment of the specified amounts outside the Netherlands, as well as a Certificate of Tax Residence of the Carrier in the relevant calendar year.
5.2. In addition to the cost of the Services, Yandex will charge VAT to foreign entities that provide e-services to individuals in the Republic of Belarus (if applicable).
5.3. Payment for the Services shall be made in a non-cash form, in particular by bank transfer or other legal means accepted by Yandex. The payment method shall be selected and used by agreement of the Carrier and Yandex.
5.4. The Carrier shall pay the remuneration for the relevant Reporting Period to Yandex within five (5) days from the date of receipt of an invoice from Yandex in the Partner Web Interface, but no later than the day preceding the Reporting Period, for which the payment is settled.
5.5. On the last day of a calendar month, Yandex shall draw up a Services Certificate (the Certificate) and send it to the Carrier no later than five (5) working days after the end of the calendar month.
5.6. The date of receipt of the Certificate sent by Yandex to the Carrier via e-mail shall be deemed the working day following the day of sending.
5.7. The Parties have determined that the Carrier shall be deemed to have agreed with the data specified in the Certificate if within seven (7) calendar days from the date of receipt of the Certificate Yandex has received no written reasoned objections from the Carrier. Upon the expiry of indicated period, no claims regarding the performance of the Agreement during the Reporting period shall be accepted.
5.8. The Carrier is considered to have fulfilled its obligation to pay the Service fee from the date of crediting of funds to the Yandex account. In some cases, as Yandex may think fit, the following documents can be deemed to confirm the fact of payment: a) a facsimile of the payment order with the bank’s payment stamp in case of a non-cash payment; b) a facsimile of the payment receipt with the stamp of the bank, through which the payment was made; c) verification by Yandex of the payment made to Yandex through payment systems in case of an e-payment made by the Service.
5.9. The Parties have agreed that, for the purposes of this Agreement, in particular, for determination of the amount of the Service Fee, only the Statistics Data specified in the Partner Web Interface shall be used.
5.10. The parties have agreed that the final cost of the Services for the Reporting period shall be agreed and confirmed by the Parties in the Certificate.
5.11. The Carrier shall charge a fee for each case of the services for the carriage of passengers and baggage and/or other services, including those for the carriage of goods of individuals by road, provided to the User (hereinafter referred to as the Fee). The Carrier agrees that: (i) in order to secure the obligations under the Agreement, including the obligation to pay the Service Fee, Yandex will receive a Fee paid in non-cash form from Users within the Service; and (ii) the transfer of funds made by the User in a non-cash manner to Yandex will be considered the fulfillment of the User's obligations to pay the specified Fee to the Carrier in the amount transferred to Yandex in a non-cash manner.
5.12. Yandex agrees to transfer the Fee less the corresponding amount of the Service Fee (at Yandex's choice) to the Carrier at least once a week when the payout limit specified in the General Terms is reached.
5.13. The currency of settlements under this Offer is BYN. The corresponding amount of payment in Belarusian rubles, the amount of the Fee transfer net of the Service Fee in Belarusian rubles shall be reflected in the Annex to the Certificate at the end of the Reporting Period.
6. Acceptance of the Offer and Conclusion of the Agreement
6.1. The Offer Acceptance and Conclusion of the Agreement is performed as follows:
6.1.1. 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;
6.1.2. Send a notification of acceptance of the Offer signed by the Carrier to the Yandex e-mail address.
6.2. The Offer Acceptance initiates the Agreement (Article 408 of the Civil Code of the Republic of Belarus) subject to the terms of the Offer.
6.3. 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 suspend the provision of the Services and (or) terminate the Agreement unilaterally and out of court without prior notice.
6.4. By agreeing to the terms and accepting the terms hereof by means of the Offer Acceptance, the Carrier (or a representative of the Carrier, including an individual duly authorized to enter into the Agreement on behalf of the Carrier) shall assure Yandex and guarantee Yandex that:
(i) the Carrier (representative of the Carrier) has all the rights and powers necessary to conclude and execute the Agreement;
(ii) the Carrier enters into the Agreement voluntarily, with the Carrier (representative of the Carrier) having performed the following: a) has read the terms of the Offer in full, b) fully understands the subject matter of the Offer and the Agreement, c) fully understands the meaning and consequences of his/her/its actions performed to sign and implement the Agreement.
(iii) the Carrier (representative of the Carrier) has provided valid information, including personal data, about the Carrier (representative of the Carrier) in the Partner Web Interface and reliable information, including personal data, about the Carrier at the time of drawing up of the payment documents for the Services.
7. Liability of the Parties. Warranties.
7.1. The Parties shall be liable for violations of the terms and conditions of the Agreement subject to the terms and conditions of the Agreement and to the current legislation of the Netherlands.
7.2. Should a Party improperly perform its obligations under the Agreement, the other Party shall have the right to unilaterally and out of court repudiate the Agreement by sending a corresponding written notice to the other Party.
7.3. Total liability of Yandex under the Agreement, including the amount of penalties (penalty fees, forfeit) and/or compensable damages, for any claim in relation to the Agreement or its performance is limited to 10% of the cost of Services under the Agreement for the calendar month in which Yandex violated the Agreement.
7.4. If the Carrier provides false information, including deliberate misrepresentations of the information about the location of the Vehicle (GPS tracks), and in case of violations of the obligation set out in sub-clauses 2.3.3., 2.3.7., 2.3.8., 2.3.11., 2.3.12., 2.3.13 of the Offer, the Carrier shall, at Yandex's request, pay a penalty of two thousand one hundred (2,100) Belarusian rubles for each case of violation, as well as shall compensate Yandex for losses caused by such violation in the amount not covered by the penalty. Yandex shall reserve the right to suspend the provision of the Services to the Carrier and/or bring the Agreement to an early termination unilaterally and without judicial procedures by notifying the Carrier.
7.5. Should the Carrier violate the obligations set out in sub-clauses 2.3.4., 2.3.7., 3.3.1., 3.3.2., 3.3.3., 4.19.3, 4.19.4, 4.19.5 of the Offer, Yandex shall have the right to suspend the provision of the services to the Carrier and/or bring the Agreement to an early termination unilaterally and without judicial procedures by notifying the Carrier.
7.6. If the Carrier defaults on payment for Yandex's Services, Yandex may require that a penalty of 0.1% of the overdue amount be paid for each day of delay. No penalty shall be charged and paid without submitting a claim.
7.7. Should Yandex have two or more complaints of the Driver at the Carrier's violation of its financial obligations towards the Drivers, the Carrier shall, at Yandex's request, pay a penalty of six hundred (600) Belarusian rubles for each such complaint.
7.8. Should Yandex have information about the Carrier's violation of the obligation provided for in sub-clause 3.1.4 of the Offer, that takes the form of presentation of false information about the Taxi, the Carrier shall, at Yandex's request, pay a penalty of one hundred and fifty (150) Belarusian rubles for the first case of a breach, in the amount of three hundred (300) Belarusian rubles for the second breach and four hundred and fifty (450) Belarusian rubles for the third and each subsequent breach.
7.9. The Parties shall be relieved from liability for failure to perform and/or improper performance of their obligations under the Agreement, if it is due to force majeure events (force majeure), which are beyond reasonable control of the Parties, including, but not limited to, natural disasters, fires, industrial disasters and catastrophes, accidents at engineering structures and utility lines, mass riots, hostilities, acts of terrorism, mutinies, civil unrest, strikes, regulatory acts issued by government and local self-government authorities which prevent the Parties from the performance of their obligations under the Agreement, i.e. extraordinary circumstances being insuperable in the given conditions and occurring after the conclusion of the Agreement. A Party claiming that it is impossible to perform its obligations hereunder due to force majeure events, shall immediately notify the other Party thereabout. The occurrence of force majeure events shall be confirmed by relevant competent authorities.
7.10. Should the performance of the Agreement form a basis for filing complaints, claims and/or orders for payment of penalties against Yandex by government agencies and/or third parties (including Users), the Carrier shall immediately provide Yandex, at it's request, with all information requested to assist Yandex in settling such claims and orders, and shall reimburse Yandex for documented losses (including legal expenses, expenses for payment of fines) caused to Yandex as a result of such claims and orders in connection with the violation of the rights of third parties and/or the current legislation of the Republic of Belarus resulted from the performance of the Agreement.
7.11. With the exception of the warranties expressly stated in the text of the Offer, Yandex shall not provide any other express or implied warranties under the Agreement and shall expressly disclaim any warranties or conditions regarding the performance, uninterrupted or error-free operation, and compliance of the Services in relation to the Carrier's specific goals.
7.12. Yandex shall not be liable for and shall not reimburse for any losses, including any damage, direct or indirect, caused to the Carrier or third parties as a result of the use or inability to use the Services, their individual components and/or functions.
7.13. Each Party shall assert and guarantee to the other Party that in order to fulfill the terms and conditions of the Agreement:
(i) it has the full rights and powers of a legal entity or individual entrepreneur, as well as the legal capacity of an individual, and/or a special status that allows it to carry out business activities without registration as an individual entrepreneur, in order to conclude and fulfill the terms and conditions of the Agreement;
(ii) it has made the corporate decision necessary to authorize the performance of the Agreement;
(iii) each Party undertakes to comply with all applicable laws of the state, under the laws of which the Party is registered as a legal entity, or in which the Party is registered as an individual entrepreneur (if applicable), taking into account the products and/or services provided by the Party.
7.14. In case of violation of sub-clause 2.3.16. the Carrier shall, at Yandex's request, pay a penalty in the amount of two thousand one hundred (2,100) Belarusian rubles for each case of violation, and shall reimburse Yandex for losses caused by such violation in the amount not covered by the penalty. Should the Carrier refuse to pay the penalty, Yandex shall reserve the right to suspend the provision of the Services to the Carrier and/or bring the Agreement to an early termination unilaterally and without judicial procedures by notifying the Carrier.
7.15. The parties have agreed that if Yandex Advertising materials are placed onto a Vehicle in violation of the requirements for the Branded Vehicles, including any placement of the Advertising materials by the Carrier and/or the Driver using magnetic stickers, Yandex shall have the right to disallow specific Drivers and Vehicles to work with the Service, and/or send a notice demanding to eliminate the violations committed, and/or suspend the provision of the services to the Carrier, and/or terminate the Agreement unilaterally and out of court at Yandex's discretion.
Should Yandex have information about the Carrier's violation of the requirements for the Branded Vehicles provided for herein, the Carrier shall, at Yandex's request, pay a penalty of two hundred (200) Belarusian rubles for each case of violation identified by Yandex.
8. Duration of and Amendments to the Offer
8.1. The Offer becomes effective once published online at http://yandex.by/legal/offer, and is valid until Yandex withdraws the Offer.
8.2. Yandex shall reserve the right to amend and/or withdraw the Offer at any time as it thinks fit. Should Yandex make changes to the Offer and/or the cost of Services, such changes shall take effect from the moment the amended text of the document is published online at http://yandex.by/legal/offer or https://lk.taximeter.yandex.ru/cabinet/terms, unless a different time period for the changes to take effect is specified additionally at the time of such placement.
8.3. The Carrier agrees and acknowledges that any modification of the Offer shall result in the modification of the Agreement effective for and concluded between the Carrier and Yandex and this modification of the Agreement shall become effective at the time such modification to the Offer is made.
8.4. Should Yandex withdraw the Offer during the term of the Agreement, the Agreement shall be deemed terminated upon withdrawal unless otherwise is specified by Yandex at the time of withdrawal of the Offer.
9. Duration, Amendment and Termination of the Agreement
9.1. The Agreement shall come into force from the moment the Offer Acceptance by the Carrier and is valid until the termination of the Agreement.
9.2. The Agreement may be terminated:
9.2.1. At any time upon agreement of the Parties.
9.2.2. 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;
9.2.3. 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.
9.2.4. For other reasons set out in this Offer.
9.3. Termination (repudiation) of the Agreement, regardless of the grounds for its termination (repudiation), entails automatic simultaneous termination of the agreement for the provision of information and advertising services by the Carrier.
9.4.The Agreement may be amended by agreement of the Parties.
10.1. The Agreement and its performance shall be governed by the laws of the Russian Federation.
10.2. Any notices under the Agreement shall be forwarded by the notifying Party to the Party to be notified via e-mail, fax, courier or by recorded delivery. Copies of 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, which shall be done by the Parties in the shortest possible time (except as otherwise provided in the Agreement).
10.3. Should one or more provisions of the Agreement be deemed invalid, such invalidity shall not affect the validity of any other provision of the Agreement or the entire Agreement.
10.4. Without contradicting the terms of the Offer, Yandex and the Carrier shall at any time be at liberty to commence a Agreement for the Services in a form of a written bilateral document.
10.5. The Parties shall seek to settle all disputes arising from or in connection with this Agreement by means of negotiations. Should the Parties fail to reach an agreement by means of negotiations, they will settle the disputes associated with the provision of the Services by Yandex under the Agreement through the pre-trial process (using the procedure of raising claims). A claim shall be filed by the Carrier in writing (signed and sealed by the Carrier's authorized representative). The claim shall state a reasonable demand of the Customer. The claim shall be sent to the location of Yandex by recorded delivery or by courier requiring the addressee’s signature upon delivery. The Carrier shall be at liberty to raise the claim within one (1) month from the date of the reported violation. Should the Parties fail to make an agreement within thirty (30) calendar days from the date of sending the claim by the Customer, 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) (hereinafter referred to as “Arbitration”).
Unless otherwise agreed by the Parties (i) the dispute shall be finally settled under the regulations of the Arbitration (the “Rules”) (ii) the dispute shall be settled by three arbitrators appointed in accordance with these Rules, and (iii) the arbitration shall be conducted in English.
The arbitration award shall be final and binding.
Notwithstanding any dispute under the Agreement, the Parties shall continue to perform their respective obligations under the Agreement unless the Parties agree otherwise.
10.6. Except when expressly provided in the Offer or previously agreed upon by the Parties in writing in the form of an addenda to the Agreement, neither Party is entitled to use in any way the full or abbreviated trade name, trademarks, brands and other means of individualization of the other Party without prior permission of the latter. This provision shall not apply to the Carrier's use of Yandex's means of individualization contained in the Advertising materials, provided that the Carrier complies with the rules for using Yandex's means of individualization determined by Yandex.
10.7. The content of the General Terms, as well as all other information related to the performance of the Agreement and that has come to the knowledge of to the Parties in connection with the performance of the Agreement shall be recognized by the Parties as confidential information of the Parties. Such information shall not be disclosed by the Parties, except as expressly provided in the Offer, or where disclosure of such information is necessary to maintain the quality of the provided Service, inter alia, in connection with the transfer, sale, merge, accession of business, as well as with conduction of experiments aimed at improving the quality of the provided Services by Yandex both independently and with the involvement or participation of third parties. This obligation shall remain valid for the duration of the Agreement and for 10 years after its termination on any legal grounds.
10.8. The Parties have agreed that Yandex shall be at liberty to disclose to third parties any information received from the Carrier as part of the performance of the Parties' obligations under the Agreement in order to provide access to the Service, including (but not limited to) the following information:
10.8.1. number of Vehicles connected to the Service;
10.8.2. number of Drivers connected to the Service, indicating the class of the vehicle.
10.8.3. average duration of the Driver's connection to the Service;
10.8.4. number of Drivers connected to the Service for more than 6 months (including % of the total number of Drivers connected to the Service);
10.8.5. average on-line time of the Vehicle (in %);
10.8.6. total cost of the services for the carriage of passengers and baggage and/or other services, including those for the carriage of goods of individuals by road, provided by the Carrier under Requests placed using the Service (including those for the previous 12 months), broken down by month;
10.8.7. the average cost of the services for the carriage of passengers and baggage and/or other services, including those for the carriage of goods of individuals by road, provided by the Carrier under Requests placed using the Service, using a single Vehicle;
10.8.8. number of confirmed Requests during one calendar month;
10.8.9. Agreement date;
10.8.10. company name and address of the Carrier;
10.8.11. reviews of the Drivers (including the driver's last name, first name, patronymic, brand name of the Carrier, make, model, color and year of production of the Vehicle, start date and (if available) end date of work for the Carrier, information about the passage of photo control, the Carrier's opinion about the Driver, the driver's debt to the Carrier and other information).
10.8.12. other information.
10.9. The Carrier shall immediately notify Yandex of any changes to its details (name, actual address, location address, bank details, etc.) by sending a scan copy of the official letter to the e-mail address specified in Clause12 hereof, subject to sending the original of the specified letter to Yandex.
10.10. The grounds for suspension of the provision of the services may also be stipulated by the document published in the Partner Web Interface on the Internet at https://fleet.taxi.yandex.ru/agreements, and which is an integral part of the Offer.
10.11. Yandex may unilaterally correct the information about the name, legal address, Payer ID, last name, first name, patronymic and position of the person entitled to act on behalf of the Carrier without a power of attorney, specified by the Carrier in the Partner Web Interface or on the Yandex website at: https://forms.yandex.com/surveys/10013939 if, in the opinion of Yandex, the above information contains errors or typos in comparison with the information contained in the Unified State Register of Legal Entities and Individual Entrepreneurs (USRLEIE). Identification of information about the carrier in USRLEIE is carried out by Yandex using the Payer ID. Should the Carrier fail to agree with the modified information, the Carrier shall immediately notify Yandex thereof.
11. 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 (BYN)
SWIFT / BIC - OWHBDEFFXXX
Correspondent account - BY40SLAN17029146300000100000
Correspondent bank SWIFT / BIC - SLANBY22
E-mail address for official notices under the Agreement: email@example.com
If you have technical issues, use the "Technical support" section in the Partner Web Interface.
Date of publication: December 24, 2020
Effective date: December 24, 2020
Previous version of the document: https://yandex.by/legal/offer/01042020