Agency agreement
AGENCY AGREEMENT-OFFER
1. GENERAL PROVISIONS
1. The agent expresses its intention to enter into this Agency Agreement - Offer (hereinafter “Agreement”) on the terms and conditions contained in this Agreement. Being a Public Offer, legal entities and individual entrepreneurs, hereinafter referred to as “Sellers” where the Agent and Seller are each individually referred to as “Party” and together referred to as the “Parties”.
2. DEFINITIONS OF TERMS
2.1 Agent – an Individual entrepreneur Kucherenko O. V. Registered in accordance with the legislation of the Russian Federation and acting on the basis of the Certificate of state registration (OGRNIP) No. 320072600019955 (INN 071409295409 ), legal address: 1S1 Novokuznetsk street, Moscow, 115184, Russia. Email address: market@kupimzdes.ru, is a Party to this Agreement and provides services to the Seller in accordance with the terms and conditions of this Agreement.
2.2. Public offer — the document posted at https://kupimzdes.ru/terms/
2.3. Public Offer acceptance — full and unconditional acceptance of this Public Offer by the Seller.
2.4. Website – automated Trading-information online platform "Buy here" (the text of this Contract "Trading platform") is a website hosted on the Internet under the domain name https://kupimzdes.rucontaining information about Products, Services and Advertisements offered and sold by Sellers , where the service enables the merchant to display their Ads, Services and products on the implementation.
2.5. Marketplace is an online service (virtual space of the Website) for the formation of legal relations between the seller and the Buyer regarding the purchase and sale of Goods and Services of the Seller. The marketplace is the part of the Site contains information about Products, Announcements and Services of the Seller, including their description, terms of sale, refund, exchange, or other information that is significant for the conclusion and execution of the contract of sale of Goods or Services. Trading platform is to enable Users to receive information on Products, Ads and Services Sellers, compare their offers, price, and quality, as well as the possibility of conclusion of the contract of purchase and sale of Goods and Services of the Seller between the Buyer and Seller.
2.6. The seller - Side of the present Contract (legal entity or individual entrepreneur) who is a resident of the Russian Federation, placing on the Website the announcement of the sale of Goods and Services has made the Acceptance of a Public Offer prescribed in this Public Offer procedure. Intending to use the functionality of the Website and/or provided on the basis of Service to find Buyers, receiving cash from the Buyer for the sold Goods or Services. After deduction of the Agency fee (Commission Agent) due to the Agent under this Agreement cases.
2.7. Buyer – User who placed the Order on the website and made a purchase of Goods or Services of the Seller.
2.8. The user – the physical person having and exercising a lawful access to the Website and its Services through the Internet. As well as having enough rights to execute transactions on the aforementioned Website (including the possession of legal capacity to the extent that this is necessary to complete the transaction), and not having any restrictions in accordance with applicable law (including the possession of legal capacity to the extent that this is necessary). Which would interfere with this individual to make appropriate transaction on the Website in a legitimate way.
2.9. Registration on the Website — a set of actions of the Seller in accordance with the instructions specified in this Agreement, including the granting of Credentials and other information, using the special form of a Website interface in order to create a Personal account and gain access to certain Services of the Website
2.10. Credentials – the login and password created by Seller during the Registration process on the Website, or changed in the future by the Seller through a Personal account, used for access to your Personal account
2.11. Authorization - the actions of Seller in the Service, to implement the access Service interface and enabling the use of the Service by entering his authentication data.
2.12. A personal account of the Seller (the text of this Agreement – Personal account) - personal closed section of the Seller on the Website, which is a set of protected pages on the Website that are created when you activate your Personal account and contains the data of the Seller on the Website, where the Seller after Authorization is available at the Website provided on the Website Services.
2.13. Service – the service available on the Site allowing the Seller to use all provided for his functionality in the framework of this Agreement. The service includes the interface, the software and other elements (tools, algorithms, methods) necessary for the proper functioning of the Site and allowing the Seller to post, search and view information related to his Product, and any other capabilities and functions available on the Website. None of the provisions of this Agreement may not be construed as a transfer of exclusive rights to the Service (its separate elements) to the Seller.
2.14. Announcement – posted on the Website of the public offer (public offer) the Seller, addressed to an indefinite circle of persons, the sale by the Seller of Goods and Services containing the price, terms of sale and delivery of Goods, return policies and other essential conditions of the contract of purchase and sale of the Goods (including the contact details, pictures and any related information about the Product).
2.15. Product – goods, services (including certificates and other documents confirming the right to receive services), as well as Coupons, information about which is placed by the Seller on the Website with a view to their sale through the Internet in the manner and on the terms set forth herein and placed on the Website User Agreement.
2.16. Services - the services provided by the Agent to the Seller hereunder, including with the use of the Site. Also, the Seller provides Services to Buyer.
2.17. Content - any information in any form (including text, photographs, graphics, audiovisual works), placed, reproducible, widely publicized, or individual information of a User or Seller on the Website.
2.18. Promotional Materials – affiliate links, promotions, buttons, banners, audio, video, audiovisual messages and materials, articles and other text messages, photos, graphic images and advertising messages in any other form.
2.19. Event – the event is organized by the Seller to indefinitely wide range of Customers (promotions, sale, conferences, trainings, workshops, etc.).
2.20. Order - duly executed by the Buyer on the Website a request to purchase and/or delivery of the Goods.
2.21. Closing Order - the action that the Seller or Agent in the Personal account, confirming the fulfillment of the obligations on delivery of the Goods to the Buyer or receipt of the Goods by Buyer at the delivery point.
2.22. Agent commissions — the Commission for the performance of Agent's obligations to the Seller, determined as a percentage of the paid by Buyers of cash for the sold goods to the Buyer or Service Seller.
2.23. Payment – cash, electronic money and other means used for online payments, payable by the Buyer to the Seller for the purchased through a Service Agent, the Product or Service of the Seller.
2.24. Subagency Agreement – contract between Agent and third party, made for the purpose of execution of this Agreement.
2.25. User Agreement - the document (together with all amendments and supplements thereto) located in the Internet at the address https://kupimzdes.ru/privacy/
3. THE SUBJECT OF THE AGREEMENT
3.1. The present Agreement defines the procedure and conditions for granting the Agent and Seller use of the Site and its Services for purposes stated in paragraph 3.2. of this Agreement. Including establishes the conditions and the procedure of the Seller the sale of Goods and services through the Trading site with the use of the Website and its Services, delivery of Goods to the Buyer by the Seller, and regulates the rights and obligations of the Agent and the Seller arising in connection with your use of the Service.
3.2. Under this Agreement the Agent undertakes for remuneration on behalf of, on behalf of and for the account of the Seller to perform the following steps:
· to organize transactions between Buyers and the Seller, through the receipt of funds earned by the Seller from the sale of Goods and Services and/or their delivery to the Buyer, and send them to the Seller in full (minus Agency fees) to the account of the Seller;
· to connect the Seller to the Service by providing the ability to create on the Site Personal account and a Seller account;
· provide the Seller with the use of a private office, Website Services, and the possibility of placing Ads, Products and Services;
· in case of return the buyer of the Goods to the Seller, to assist all parties of the transaction, in the solution of arising issues;
· to return the amount of the preliminary payment of the Goods to the Buyer;
· to provide comprehensive assistance and support for the Seller in matters related to the placement and publication of Advertisements, of Goods and Services.
3.3. The agent acts under the Contract in the absence of access to cash funds received after payment by Buyer of Goods or Services, and can not dispose of them at its discretion. Also the Agent does not have its own logistics and service delivery. To do this, the Agent shall:
· to ensure that only the calculation of the delivery of Goods to Customers;
· enters into a contract with companies for organization of reception of Payments from Buyers to the Seller
3.4. If the Seller does not agree with any provision of this Agreement and (or) its annexes, it shall immediately cease use of the Services of the Agent by notifying the Agent by sending the last letter to the email address specified in the details of this Agreement, and to perform all its obligations to Customers already paid and/or accepted Orders.
4. THE TERMS AND CONDITIONS OF REGISTRATION ON THE WEBSITE
4.1. Using the functionality of the Website and its Services is allowed only after the Seller's Registration and Authorization on the Website in accordance with the Agent procedure. The registration of Seller at the Site means full and unconditional acceptance of the provisions of this Public Offer and other documents regulating the activities of the Website.
4.2. The seller passes on the Website Registration procedure on the Website by completing the registration form on the page https://kupimzdes.ru/account/register-seller/. Before Registering on the Website the Seller is required to review all documents governing the operation of the Site.
4.3. When Registering on the Website, the Seller needs to specify...
4.3.1. If the Seller is a Legal entity:
· name of the legal entity;
· the location of the legal entity;
· mode of operation of the legal entity;
· registration data of the legal entity in accordance with
· legislation that applies to the entity;
· surname, name, patronymic, passport details and contact information
· passport data and contact data of Beneficiaries
· Share in equity of the Founders
· e-mail address of the legal entity;
· the phone number of the legal entity;
· login and password for access to your Personal account.
4.3.2. If the Seller is an Individual entrepreneur:
· surname, name, patronymic, passport data;
· location (place of residence);
· registration data and data on registration in tax body;
· e-mail address and telephone number;
· login and password for access to your Personal account.
4.4. Access to the full functionality of the Website Services is provided to the Seller once the Seller of all registration data.
4.5. By registering as a Seller on the Site and indicating the registration and other data, the Seller bears full responsibility for their accuracy, relevance and completeness, and for compliance with applicable law provided when Registering on the Website.
4.6. The agent uses the technology of cookies to access the Seller's own account and for Analytics including Site traffic.
4.7. The seller may not transfer or in any other way communicated to a third party their username and/or password (Credentials). The agent shall not be responsible for loss or loss for any reason by the Seller their registration data, Account Data, including by reason of fraudulent or other illegal actions of third parties
4.8. In the case that the Agent will be installed the Commission of third party fraud or any other illegal actions in relation to the Personal account of the Seller, which the Seller may incur losses, the Agent of liability for any Seller losses shall not be.
4.9. If you can not make a Seller Authorization in connection with the loss of them for any reason, the password, the Seller should fill in the form “recover password”, entering your email address or phone that the Seller used when Registering on the Website. After clicking “Send” on indicated by you e-mail address will receive a link with which to go to recover the password (and/or specified by the Seller phone will receive the password). If you can not make Authorization in connection with loss of password for any reason, lock the Personal account, and for any other reason the Seller may contact the Agent by sending a notice to the email address of the Agent.
4.10. The methods of restoring access to the Personal account, authorization of the Seller may be modified, repealed or supplemented by the Agent at any time unilaterally without any special notice to the Seller.
5. THE RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. The agent is obliged:
5.1.2. To organize the interaction of sellers and Buyers for the purchase, sale and Ordering of Goods and Services.
5. 1.3. To ensure the technical integrity of the Site, to comply with the terms of this Agreement.
5. 1.4. Make cash paid by Buyers for the Seller's Goods.
5. 1.5. To report on dealings and transactions.
5. 1.6. In the manner specified in section 6 of this Agreement, to transfer to the Seller's account cash received from Customers, minus your Agency fee.
5. 1.7. Using daily Personal account of the Seller on the Website, to give the Seller notice of the Orders that the Agent received from Buyers (in this case, the Seller in a private Office shall be obliged within 2 (two) working days from the date of receipt from the Agent of such notice, confirm the readiness of the Goods specified in the notification to be sent for onward transmission to the Buyer).
5. 1.8. To preserve the privacy of the Sellers.
5. 1.9. On the basis of information provided by the Seller, to post on a profile page of a Seller in the marketplace information. On the company's full corporate name (name), its location (address), its operation, its registration data (for the Seller - a legal entity). Surname, name, patronymic (if available) and registration information (for the Seller - the individual entrepreneur). And communicated to the Agent by the Seller of changes in the specified information, if the Seller did not do this on their own.
5.2. The agent has the right:
5.2.1. Request any (full, detailed) information about products sold by the Seller on the marketplace the Goods.
5. 2.2. In the event of the customer prepayment for the purchased online Goods to deduct the amount, not translating it into accounts of the Seller until receipt of Goods by the Buyer.
5. 2.3. In the event of circumstances beyond the control of Parties who may, in the opinion of Agent, to result in significant losses for the Agent and/or Buyers (in this case, the decision on whether the losses are considerable, takes the Agent alone without considering the opinion of the Seller), to suspend access to the Seller to the Services of the Site for the duration of such circumstances. At the same time, the obligation of the Agent to transfer to the settlement account of the Seller of funds already received in the sale of Goods or Services of the Seller, remain in force.
5. 2.4. When it detects a possible offence committed by the Seller in the sale of Goods, or Seller's violation of the terms of this Agreement, the Agent may:
· to deny to the Seller to provide access to the Service Site and to remove the Personal account from this Seller, if the Seller fulfilled all obligations under the Orders and refund to the Buyers;
· temporarily suspend the ability to Order products the Seller on the Trading floor, the possibility of placing Ads, to restrict access to other Website Services, if the Seller has not performed all obligations under the Orders and refund to the Buyers;
· to put the Seller in the “black list” and refuse to the Seller, in cooperation and re-Register on the Website.
5. 2.5. Unilaterally delete a Personal account of the Seller without the consent and notice, if a Personal account was not used by Seller for more than 6 (six) calendar months in a row.
5. 2.6. To keep (to write off without acceptance) from the amounts received from Customers in respect of payment to the Seller its Agent commissions and other owed to the Agent the amount (according to paragraph 6. of this Agreement).
5. 2.7. To provide the Seller with additional Services, the amount, terms and other conditions of the provision which will be agreed between the seller and the Agent separately.
5. 2.8. To provide the Buyer additional services, the price of which is paid by the Buyer at the time of conclusion of the contract of sale (unless otherwise agreed between Buyer and Agent), with obligatory informing of the Buyer. These services are provided by the Agent independently in its own name and are not the order of the Seller.
5. 2.9. To deviate from the guidelines if it is necessary in the interests of the Seller and the Agent could not preliminary request the consent of the Seller, is either not received a response to its request within three (3) business days after requested.
5. 2.10. To close issued by the Purchaser on the Website Order in cases where the Seller has not closed the Order, but at the same time or has received from the Buyer proof of delivery, or if there is a confirmation from the delivery service (courier) on the transfer of the purchased Goods to the Buyer, or if there is confirmation of receipt of the Goods by the Buyer at the delivery point. In the above cases, the Order is closed by the Agent within 3 (three) working days from the date of receipt by the Agent of one of the above mentioned evidence.
5. 2.11. To spend on the Website the necessary preventive or other work at any time in its sole discretion, the maximum duration of twenty-four (24) hours with prior notice to Seller, and without such notice.
5.3. The seller is obliged:
5.3.1. Fully and timely pay to Agent an Agency fee and other payable to the Agent in the amount and manner prescribed in this Contract.
5.3.2. Provide the Agent with all accurate and necessary information to perform its obligations under this Agreement.
5.3.3. In a period of not more than 2 (two) working days from the date of receipt from the Agent notification to the preparation of the said Agent in the notification of Product for delivery to the Buyer.
5.3.4. The seller agrees that the Agent is not liable to the Seller of responsibility for losses of the last or the risk of their occurrence, and also for the occurrence or risk of any kind of damages, losses (including direct, indirect, consequential, punitive, or any other damages or losses, actual losses, determined by the particular circumstances of the case, etc.), claims, demands, costs (including legal costs). Including the lack of responsibility of the Agent to the Seller for any imposed on the last fines, penalties, other sanctions, as related and not related (directly or indirectly) with this Agreement.
5.3.5. Inform the Agent of any changes to your contact details or complete the termination of its activities within 7 (seven) calendar days from the date of occurrence of relevant circumstances.
5.3.6. Not to post on the Website information that may violate third party rights of intellectual ownership.
5.3.7. Provide the Agent with information about actually realized by the Seller of the Goods for each customer and each contract of sale to the extent required by the Agent (this information is provided to the Agent within 3 (three) business days after receipt by the Seller of a corresponding request from the Agent). And to close issued by the Purchaser through the Website, or if there is received from the Buyer proof of delivery, or have confirmation from the delivery service (courier) on the transfer of the purchased Goods to the Buyer. Or if there is confirmation of receipt of the Goods by the Buyer at the delivery point (in the above cases, the Order is closed by the Seller within 3 (three) working days from the date of receipt of one of the above mentioned evidence).
5.3.8. Independently and properly perform the obligations to the Buyers under the contract of purchase and sale, as well as independently to resolve any associated with such liabilities or claims of the Buyers including claims for the quality of Goods and guarantees (applying to the terms of the relationship of a Seller and a Buyer, among other things, the terms and conditions posted on the Website of the User Agreement).
5.3.9. Comply with all applicable legislation and legislation of other States and norms of international law (if necessary, the application of the legislation of other States and norms of international law, respectively) concerning, in particular, Product quality, and consumer protection. In the case of non-compliance by the Seller of the above conditions, the Seller shall reimburse the Agent with all incurred by the latter in connection with these losses in full, as well as reputational damage caused by a failure by Seller to applicable law (including applicable law of other States and norms of international law).
5.3.10. Provide the Buyer with a quality Product. Thus, information about the terms and conditions of return of Goods, the provision of guarantees must be provided by the Seller to the Buyer in writing together with the Goods upon delivery of the Product for delivery to the Buyer.
5.3.11. In case of occurrence of circumstances in which to perform warranty obligations in respect of the Goods, the Seller shall immediately address the shortcomings (defects) of the Goods or change the Goods. Then the Seller signs with the Buyer the appropriate certificate of completion and a satisfaction guarantee on the Product in accordance with the timelines set by the manufacturer and the manufacturer of the Product or by applicable law.
5.3.12. Specify on the Trading platform and Ads of relevant and reliable information about the basic consumer properties of the Product, the full corporate name of Seller, location of Seller, its mode of operation, state registration number of record about creation of the legal entity of the Seller (for the Seller – a legal entity). About surname, name, patronymic and about the main state registration number of record about state registration of the physical person as the individual entrepreneur - the Seller (for the Seller – the individual entrepreneur). The place of manufacture of the Goods, the price and terms of acquisition of Goods, on its delivery, service life, shelf life and warranty period, on the order of payment, and the period during which the offer to conclude the contract of purchase and sale of Goods.
5.3.13. To conclude the contract of purchase and sale (with the obligation of delivery of the Goods at the address given by Buyer or without the obligation of delivery of the Goods) with any person who has expressed an intention to purchase a Product suggested in the Ad. At the same time, the price of delivery specified by the Buyer to the address calculated during the checkout (on the basis of the specified Buyer's shipping address) and paid to such Buyer over the price of Goods.
5.3.14. To observe when using the Services requirements of this Contract regarding the Agent information and documents necessary for identification of the Seller as part of the Contract, including the direction by the Seller to the Agent statements, notifications and other documents and information.
5.3.15. If the Seller and/or the Goods are subject to licensing and/or mandatory certification, provide the Agent with certified copies of relevant licenses and/or certificates not later than 2 (two) working days prior to the notice, and after placing such a Declaration - within 1 (one) working day from the date of receipt by the Seller from the Agent of the relevant request.
5.3.16. Inform the Buyer about the need to use qualified connection, adjustment and commissioning of technically complex Goods, which are the technical requirements cannot be started up in operation without participation of relevant experts.
5.3.17. Immediately (not later than the next working day after the change of the relevant information) to place on the marketplace with relevant and accurate information specified in paragraph 4.3.13. of this Agreement, in case of any of this information changes or additions.
5.3.18. Within 1 (one) working day from the date of changes or additions to the information specified in clause 5.3.12. of this Agreement, to inform the Agent about these changes and/or additions, or through a Personal account, or by sending a letter to the e-mail address of the Agent.
5.3.19. Self to pay all the necessary taxes from amounts remitted to Seller by the Agent under this Agreement.
5.3.20. Promptly provide the Agent upon request all documents and information confirming the legitimacy and guarantee of the Event, the designated Seller, the date and time.
5.3.21. At the request of the Buyer return to the Buyer the full amount sold through the Website of the Coupons if the claim is received by Seller prior to the date of the Event.
5.3.22. The seller understands and agrees that all actions performed within the Service Site, Personal account, including on non-cash payment shall be deemed made by the Seller.
5.4. The seller has the right:
5.4.1. Monitor by a Personal Cabinet of Agent's actions produced in the past under this Agreement, without interfering thus in the technical and any other Agent.
5.4.2. To the Agent reporting on the implementation of instructions of the Seller.
5.4.3. To obtain owing to the Seller the sum on your account after deduction of the Agency fee.
5.4.4. To change and update information on their Product in your Personal profile and add additional materials (video, audio, photo).
5.4.5. To view in your account the Orders from Buyers.
5.4.6. To receive funds by the specified Seller details not previously transfer to the Buyer goods of the proper quality.
5.4.7. To get in the Personal account and on the left details the necessary documentation on completed and issued Orders.
5.4.8. Contact the Agent to use the Service, and to send to the Agent for consideration of complaints of Users of other Sellers on the details or using the feedback form in the Personal Cabinet.
5.4.9. In the case of wrongful termination of the contract of purchase and sale with the Buyer, the Seller shall be solely responsible to the Buyer, including the legislation on consumer protection. In addition, in the case of wrongful termination by the Seller the contract of purchase and sale with the Buyer Agent has the right to make the Seller a warning, and also to take action in accordance with clause 5.2.4. of this Agreement.
5.4.10. To use other available functionality of the Service without any restrictions, unless otherwise stipulated in this Agreement, by law or decision of the Agent.
6. THE PRICE OF AGENT SERVICES AND SETTLEMENT PROCEDURE
6.1. The seller shall pay to the Agent an Agency fee for the execution of orders of the Seller (the size set in percent of the price of Goods sold and/or Coupons in the Appendix No. 1 being an integral part of this Agreement) and any other due Agent amount. The agent reserves the right, in the framework of cooperation with the Seller to reprice the value of the Agency fee, unless contrary to applicable law.
6.2. The agent holds (debit without acceptance) owed to the Agent an Agency fee and other payable to Agent the amount of the sum to be transferred to the Seller. The performance of the obligations of the Parties under the present Contract is also allowed by taking into account mutual requirements.
6.3. The moment of execution by the Agent of the obligation to transfer to the Seller of funds is the moment of debiting the respective amount from the transit account of the Agent to the vendor.
6.4. The funds transfer Agent is the Bank details of the Seller, which he brought to the attention of the Agent in the registration form, in writing or otherwise acceptable to the Agent form. Bringing the Seller to the Agent your Bank account information is the responsibility of the Seller. Until receipt by the Agent from the Seller's Bank account details the last Agent does not transfer the funds to the Seller. Such transfer Agent to the Seller of funds in connection with the non-receipt or late receipt by the Agent from the Seller for the Bank details of the Seller for the implementation of the Agent of this transfer of funds will not be considered a delay, delay or other improper performance by the Agent of its obligations to the Seller.
6.5. The performance of the obligations of the Agent to transfer to the Seller of funds may be imposed Agent for a third party, in this case, it is serving the account of Sellers on the Trading floor organization NGO Coin (LLC). In this case, the Seller is obliged to accept the execution offered for the Agent of a third person. In this case, the period of transfer of money resources on the settlement account of the Seller is increased correspondingly, but in any case will not exceed 10 (ten) working days from the date of receipt by the Agent of the relevant invoice listing due to the Seller of funds.
6.6. The agent executes the transfer of funds (excluding Agency fee and other amounts due Agent amounts) to the account of the Seller immediately after the Buyer has confirmed in a private office on receipt of the Goods. Or, if it related to other implemented Agent Services for the Seller, then within 3 (three) days from the date of billing by the Seller in his Personal Office account Agent.
6.7. The agent provides the Seller with a Personal account of the Seller about the cash flow.
6.8. The parties shall pay taxes of the amounts received by each party in connection with the performance by the Parties of their obligations under this Agreement.
6.9. At any time the Seller may Fund your account by transferring the required sum to the account of the Agent.
6.10. The seller may not qualify for receipt of funds from the Agent if the Seller has not fulfilled its obligations to the Buyer in connection with this Agent made the decision to refund the Buyer. Such decision of the Agent by the Seller is not disputed and is recognized lawful.
6.11. The seller has no right to specify details of the third party for the transfer Agent owed the Seller money.
6.12. The agent transfers funds exclusively located in the state location of the Agent Bank account of the Seller - payee.
6.13. Seller agrees to reimburse the Agent in cash the amount recovered from Agent's payment systems (credit agencies) for violation by Seller of applicable law, rules of international payment systems, fraudulent or other illegal actions. The agent is entitled to deduct unilaterally the amounts of the amounts due to the Seller. In the case of cash received from Customers, insufficient for deduction (writing off without acceptance) Agent with the Seller of the above amounts, the Seller shall reimburse the Agent missing the full amount within 5 (five) working days from the date of the placing Agent and the Seller's relevant invoice. However, this is billed by the Agent to the Seller through your Personal account.
6.14. In the case that the recipient of the Payment is the Seller – non – resident- the location of the agent, the Agent reserves the right to withhold (write off without acceptance) of the subject to the translation in favor of such Seller cash an additional amount (taxes, fees, duties, commissions, and other amounts). In this case, the Seller has the obligation to report in writing to the Agent on the required deductions (write-off without acceptance) of the subject to the translation in favor of such Seller funds the above amounts. Such notification is made by the Seller on the Website using the feedback form.
6.15. Refunds received during the implementation of Coupons is carried out by the Seller, under the relevant Buyer's requirements, designed with the help of a Personal account on the Website.
6.16. If the listing Agent to the Seller of funds to the Agent (or Bank Agent, or correspondent Bank, or any other involved in the transfer of funds to the Bank, including a state or municipal authority or any other entity that is authorized to request information and/or documentation relating to Seller or the listing Agent of the funds to the Seller – they are all together in the text of this Agreement referred to as "settlement Participants", and each individually - "Party Payments") need information and/or documents The agent and/or the settlement Participants shall be entitled to require the Seller such information and/or documents, and the Seller shall provide the Agent and/or settlement Participants such information and/ or documents in the specified Agent and/or settlement Participant form, the specified method and in specified time. Until receipt by the Agent and/or settlement Participant of the Seller claimed from the latest information and/or documents the Agent may transfer funds to the Seller. Such transfer Agent (or any Bank, with which shall be deposited into the Seller cash) to the Seller of funds in connection with the non-receipt or late receipt agent, or the settlement Participant of the Seller required by the Agent and/or settlement Participant of the Seller information and/or documents will not be considered a delay, delay or other improper performance by the Agent of its obligations to the Seller.
7. REPORT FROM THE AGENT
7.1. The agent provides the Seller access to your account on the Trading platform! Where there is daily reporting on sales, transfers and deductions and reported on the Services rendered, indicating:
· sold to the Buyer of the Goods (name of Goods sold and number of sold Goods);
· the amount of payment for the Goods received from the Buyer (in RUB);
· the amount of the Agency fee (in rubles);
· the amount of remuneration for services rendered by the Agent for additional Services (in rubles);
· amount to be transferred to the Seller (in RUB);
Also, within 5 (five) business days after the end of each calendar month, the NGO Coin (OOO) sends a report on the performed transactions and deductions in accordance with paragraph 7.3. of this Agreement.
7.2. If in the reporting month the Seller has not signed any contract of sale, the Agent may provide the Seller with a report on the Services rendered, or the act of transfer and acceptance of Services rendered.
7.3. The Agent reporting on the Services provided compiled and sent to the Seller (together with the certificate of reception-transfer rendered Services) to the email address specified during Registration on the Website, and by posting these documents in the Personal Cabinet.
7.4. Within 3 (three) working days from the date of receipt of the report the Services provided during the reporting period, the Seller signs it, enters, in this report and act on the seal of the Seller, then forwards to the Agent the original report on the Services rendered and the act of reception – transfer rendered Services at the location of the Agent. Simultaneously with sending the Agent the original report on the Services rendered and the act of reception-transfer rendered Services, signed by the Seller and stamped at these report and the act of printing, the Seller shall send to the Agent a scanned copy of the original of such report and act on the e-mail address of the Agent. If there are objections to the Seller within the same period and in the same manner, send the Agent a motivated refusal from signing of the report data and act. Report on the Services provided, the act of transfer and acceptance of Services rendered or a reasoned refusal to sign such report and certificate must be signed by an authorised representative of the Seller.
7.5. In the case of non-receipt by the Agent from the Seller nor signed the report on the Services rendered and the act of reception-transfer rendered Services, nor a reasoned refusal to sign the above mentioned report and of the act specified in paragraph 7.4. the present Contract period of the above report and the act of the Agent shall be deemed accepted by Seller in full without objection, and therefore will be the basis for settlements between the Parties. After the signing by the Seller of the report on the Services provided, the act of transfer and acceptance of Services rendered, or after the date of receipt by the Agent from the Seller a motivated refusal to sign such report and/or act, any Seller objections in respect of these reports and act will not be accepted.
7.6. Goods returned by the Buyer to the Seller for any reason (including return of defective Goods, or the Buyer's refusal of Goods of good quality, and at refusal of the Buyer from the contract of sale in connection with the breach of the obligation to transfer the Goods within the prescribed period) will be for the purposes of calculating Agency fee to be considered sold to the Buyer. Therefore, the funds received by the Agent for the specified Goods, is not payable to the Seller and shall be returned to Buyer, which shall not relieve Seller from the obligation to pay to Agent an Agency fee in an amount calculated at a rate based on the amount to be refunded to the Buyer cash.
7.7. The return of the Goods and/or Coupon (as for the reasons given in paragraph 7.6. of this Agreement, and for other reasons), the Agent has the right to direct debit the amount incurred by the Agent of loss (expenses), including the price of the Goods, which the Agent was forced to return to the Buyer if the Seller does not remit this amount to the Buyer or if the Seller does not remit the amount to the Agent within 3 (three) working days from the date of issuance by the Agent of the relevant requirements to the Seller.
8. REQUIREMENTS FOR DISPLAY OF GOODS AND SERVICES
8.1. The seller has the ability to post on the Website Products and Services and comments.
8.2. Goods and Services, as well as comments, are placed by the Seller on the Website through your Personal account and published automatically. The agent has to make changes to the Product and Services the Seller if the Seller has not specified additional options.
8.3. By posting on the Website Products and Services, the Seller makes the data specified in Goods and Services, public and understands that the information published on the Website in open access, i.e. available for viewing an unlimited circle of persons on the territory of all countries of the world where it is possible to use the Internet and access the Website. The seller understands and assumes all risks associated with the Products and Services your contact information, including, including, but not limited to: the risk of getting e-mail addresses in mailing lists of spam messages, the risk of getting email addresses to various kinds of fraudsters, the risk of phone number to SMS-spammers and/or SMS-fraudsters and other risks arising from such posting information.
8.4. The seller is solely responsible for the content and design of Products and Services, and also for published comments. Seller warrants that its Goods and Services contain the corresponding true information, comply with the requirements of applicable law, the present Contract and other documents regulating the activity of the Site.
8.5. If the Goods and Services of the Seller is subject to copyright or incorporates it by posting such an Announcement on the Website, the Seller authorizes the Agent to use it in any way, including by reproduction, distribution, translation, public performance, public display, messages broadcast and cable, making available to the public without restrictions on the territory and the period of use.
8.5.1. To improve sales, the Seller entering into this Agreement, you give your unconditional and irrevocable consent that the Agent has the right at any time and without obtaining the further consent of the Seller (in addition to consent, which has already been given to the Seller by the conclusion of this Agreement) use, in any form or by any means (including the right of the Agent to the organization of advertising campaigns, advertising companies, advertising in any way, in any form and using any means and on any terms in the course of advertising, in particular Product and/or Seller) brand name of the Seller, its trademark (service mark), an indication of its location, its legal and/or actual address as well as belonging to the Seller the rights to results of intellectual activity and means of individualization (including all verbal description, photos, and videos posted on the Site, including a verbal description, photos and video of the products sold by the Seller with the use of the Site and its Services), and any other placed by the Seller on the Website information. The seller also confirms that the Agent is exercising its right set forth in this clause 8.5.1., not a advertiser, and the advertiser is the Seller himself.
8.6. When placing Ads, Products and Services on the Website, the Seller shall:
· to post Ads for Goods and Services in accordance with applicable legislation, including legislation on the protection of consumer rights, the terms of this Agreement and other documents regulating the activity of the Site;
· to view processed Orders and comments to the Goods and Services;
· share reviews with Buyer regarding made Order.
8.7. It is prohibited to place on the Website Products and Services and the commentaries thereto, comprising:
· libel and insult,
· untrue information;
· information which is obscene in nature;
· offering the goods, turnover of which is prohibited or restricted by applicable law;
· keptia about the private life, personal data of third parties, personal and family privacy;
· state secrets and other legally protected secrets and other confidential information;
· profanity;
statements of extremist nature;
· calls for Macsovim riots, participation in mass (public) events held with violation of applicable law;
· links to websites and web pages, whose content is contrary to applicable law;
· spam and trolling.
8.8. It is prohibited to place Goods and Services that violate intellectual property rights of third parties.
8.9. The agent has the right to remove Ads, Products, Services, and comments to him at any time in its sole discretion in the event of a breach by the Seller of applicable law, the terms of this Agreement and other documents regulating the activity of the Site.
8.10. Prohibited from placing Ads of Products and Services not conforming to the type of Goods, their description, characteristics, purpose, name in the header and/or an indication of other information which may mislead Users. All information must be true.
8.12. Prohibited from distributing (selling) a remote way of Goods, free sale of which is prohibited or restricted by applicable law.
9. LIABILITY OF THE PARTIES
9.1. The agent shall not be liable for the obligations of the Seller related to the provision to Buyers of Goods which are the subject of the contract of purchase and sale, as well as the refusal of the Seller from the contract of purchase and sale with the Purchaser or for unilateral termination by the Seller the contract of purchase and sale.
9.2. The agent is not responsible in case of impossibility of signing an Agent, the seller or the Buyer of any contracts due to malfunction of software and hardware used by the Agent and/or Seller and/or Buyer, as well as communication channels provided by third parties.
9.3. In the event of a breach by Seller of paragraph 5.3.6. hereof, the Agent shall not be responsible for violation of intellectual property rights of third parties. In case of attraction of the Agent to liability, including in the pretrial order, the result of a breach by the Seller of paragraph 5.3.6. of this Agreement, the Seller within 3 (three) working days from the date of the Agent of the relevant requirements is obliged to compensate the latter Agent incurred losses in full.
9.4. The agent shall not be responsible for non-receipt by Seller of required information or failure to receive it in mentioned in this Agreement time in connection with the technical problems of access to the Internet Seller and also due to the malfunction of the Website and/or the network, or due to maintenance work on the Website.
9.5. Seller agrees to reimburse the Agent for all losses incurred in case of Buyers and/or other persons any claims and/or proceedings to the Agent associated with the execution by the Seller of obligations under agreements it has entered a purchase and sale, or in connection with other circumstances, the responsibility for which is borne by the Seller. In addition, the Seller shall, first, at his own expense to conduct negotiations on the side of the Agent presented to an Agent claims and/or lawsuits by individuals to minimize the liability of the Agent or release Agent from liability to the fullest extent. And also act on the Agent side in court with the same.
The seller shall reimburse the Agent for the above damages in full within 10 (ten) working days from the date of receipt by the Seller from the Agent a written request. If the Agent is subject to liability (civil, administrative and any other):
· international agencies or organizations (including NGOs);
· non-governmental, state or municipal bodies or organizations of the country of domicile of the Agent or any other country;
for the reasons which were the result of guilty or innocent act or omission of the Seller, the Seller shall, first, at his own expense negotiate on the Agent side with those who are attracted to the Agent responsible, to minimize the liability of the Agent or release Agent from liability in full, to act on behalf of the Agent in court for the same purpose, and, second, to reimburse in full to the Agent all of the losses of the latter (in particular, as the amount imposed on the Agent of the fine and all costs/expenses of the Agent, associated with a contest/imposition/recovery of such penalty). The seller shall reimburse the Agent for the above damages in full within 10 (ten) working days from the date of receipt by the Seller from the Agent a written request.
9.6. The agent undertakes to reimburse the Seller for actual damages resulting from the loss of Goods or damage to the Goods during delivery to the Buyer (if the Goods are delivered not by the Seller, as Agent or on behalf of third parties). Such actual damages will be reimbursed by the Agent to the Seller after the actual reimbursement of this actual damage the Agent (that is, after the appropriate actual receipt by the Agent of funds from third parties (in particular from sub-agents) and/or other tortfeasors).
9.7. All textual information as well as pictures videos and graphic images displayed on the Trading platform, have the legal right holder. Illegal use of such information and images will be prosecuted in accordance with applicable law. The seller hereby confirms that the use of the Agent in accordance with clause 8.5.1. this Agreement, any text and/or photo, video, and graphic images published on the Website of the Trading platform by the Seller and at the direction of the Seller, will not be illegal use. In the case of submission by third parties to the Agent claims in connection with such use, the Seller undertakes to act on behalf of the Agent to release the Agent from any liability arising from the claim. And to reimburse the Agent in full all the losses that may arise from the Agent as a result of such filed claim to it.
9.8. The agent shall not be liable for failure to comply with the terms of this Agreement if the failure occurred because of failure and/or untimely delivery and/or providing false and/or incomplete information by the Seller, the provision of which is provided in the present Agreement as well as by reason of any default by the Seller under this Agreement.
9.9. In the case of non-receipt by the Agent from the Seller within 3 (three) working days from the day of debiting the funds in the manner specified in clause 7.7. of this Agreement of any objection, to cancel the Agent from the Seller's account the cash funds on account of compensation of losses (costs) produced by the Agent debiting funds is accepted, not inconsistent with applicable law and the terms of this Agreement, and, therefore, the approved Seller, and therefore establishes a legal basis for a final financial settlement between the Parties to this Agreement. Mentioned in the preceding paragraph, the period for filing objections to the Agent of the Seller (3 (three) working days from the day of debiting the funds Agent) applies to all provided for in this Treaty cases acceptance-free write off of funds by the Agent from the accounts of the Seller. Loss Agent within the given time limit of any objection from the Seller in respect of such debiting from the Seller's account would imply acceptance by the Seller that the withdrawal of funds made by the Agent reasonably in full compliance with applicable law and the terms of this Agreement, whereupon the approved Seller, and therefore will serve as a legal basis for a final financial settlement between the Parties to this Agreement.
9.10. The seller guarantees to the Agent that it had sufficient documents to conclude the contract of purchase and sale of Goods during the term of this Agreement.
9.11. For late payment of the Agency fee, Agent's Reward and other amounts due Agent amounts, the Seller shall pay the Agent a penalty of 0.1 % (zero point one percent) of the unpaid Agent of the amounts for each day of delay.
10. LIABILITY OF THE PARTIES
10.1. By accepting the terms hereof, the Seller, an entrepreneur, gives his consent to the processing Agent, the registration data provided when Registering on the Website, namely the Commission, including the following:
collection, systematization, accumulation, storage, clarification (update, change), use, distribution (including transfer), depersonalization, blocking and destruction of any information relating to the personal data of the Seller, to conclude with the Agent Agreement for the sale of Goods through the Site and also with the aim of fulfilling the requirements of legislation on countering the legalization (laundering) of incomes obtained in a criminal way and financing of terrorism.
10.2. The agent collects and stores only that information which is necessary for the provision and use of the Service by the Seller and the Buyers. The agent shall take necessary and sufficient organizational and technical measures to protect the registration information of the Seller from unauthorized or accidental access, destruction, alteration, blocking, copying, distribution, as well as from other unlawful actions with it by third parties.
10.3. In respect of the information supplied by Seller in the performance of this Agreement, keep it confidential, except in cases of voluntary provision by the Seller of information for public access any person on the Website.
10.4. The agent shall process all data of the Seller, an entrepreneur, to comply with the provisions of the applicable law on personal data, and also published in his development and for execution of other regulatory documents.
10.5. "Confidential information" under this Agreement refers to:
· information and data economic, economic, financial, operating or other nature provided by the disclosing Party to the receiving Party, or becomes known to the receiving Party in connection with the performance of its obligations hereunder or otherwise executed between the Parties to the agreements;
· the contents of this Agreement, and all documents submitted by Parties to each other in connection with this Agreement shall be considered confidential and constitute a commercial secret of the Parties, which shall not be disclosed by one Party without the prior written consent of the other Party, except information which under applicable law may not constitute commercial secret of the legal entity or individual entrepreneur;
· information in respect of which transmits its Agent, or the Seller has accepted obligations to third party holders of information to safeguard its confidentiality;
· the subject, content, price and other essential terms of any contract of sale concluded with the Buyer;
any other information received by the Seller or Agent in the course of execution of this Agreement, including those received by employees of the relevant Seller or Agent, except for the cases when the disclosure of such information to Agent or Seller not agreed that the information is not confidential.
10.6. The parties will not disclose or transfer to third parties information related to implementation of this Agreement that is confidential. If necessary, one of the Parties to give such information to third parties, this can be accomplished with the prior written consent of the other Party.
11. DISPUTE RESOLUTION. APPLICABLE LAW OF THE PARTIES
11.1. In case of disputes related to the use of the Service, to fulfil the obligations under this Agreement, the Seller and the Agent will take all measures to their permission by negotiations.
11.2. Unless otherwise provided in this Agreement, the Agent accepts the claim the Seller for consideration in writing or through a Personal account or through the Service. Such claims must be received by the Agent from the Seller and no later than within 15 (fifteen) working days from the date of occurrence of circumstances for which the Seller forwarded the complaint to the Agent.
11.3. The response time for a claim is 15 (fifteen) working days from the date of its receipt by the Party concerned.
11.4. In the event a dispute cannot be resolved by the Parties through bilateral negotiations, such dispute shall be resolved in court.
11.5. The claim of the Seller must contain the following information: the date and time of occurrence of the circumstances on which the claim; the conditions of occurrence of such circumstances; the content requirements of the Seller; details of the Seller for sending a reasoned answer for the alleged claim; the mobile phone number and email address of the Seller, and also other information needed for consideration by the Agent of the Seller's claim on the merits.
11.6. The agent may refuse the acceptance and consideration of the claims of the Seller in providing latest inaccurate information.
11.7. When deciding which law is applicable to relations between the Agent and Seller, the following:
11.7.1. When Registering on the Website of the Seller relationship Seller and Agent are governed by the law of the location of the relevant Site Administration.
11.7.2. At the conclusion of the contract of purchase and sale of Goods or Services, the legal relationship of the Buyer and the Seller are governed by the law of the location of the Seller.
11.7.3. In applying the above clause 11.7.1. and clause 11.7.2. must be guided by the following:
- in the territory of the Russian Federation the Seller Registering on the Site, makes an Agent a Contract Offer with an Agent – an Individual entrepreneur Kondrashova Galina Nikolaevna (the abbreviated name – I. P. Kondrashova G. N.) (OGRN) No. 317645100050690 (INN 644000817472), paragraph 2.1.
12. THE GROUNDS FOR EXEMPTION FROM LIABILITY
12.1. Any of the Parties shall be released from liability for complete or partial failure to perform its obligations under this Agreement, if the failure was caused by force majeure arising after signing of this Agreement. Under force majeure refers to extraordinary events or circumstances which such Party could not foresee or prevent by available means. Such extraordinary events or circumstances include, in particular: strikes, floods, fires, earthquakes and other natural disasters, war, hostilities, acts of the state bodies or foreign public authorities, as well as any other circumstances beyond the reasonable control of either party.
12.2. Similarly, the circumstances exempting the Parties from liability for delays in performance or failure to perform their obligations under this Agreement are the announcement of an embargo or sanctions, other actions or omissions by authorities and/or control, which is directly affected or will affect the possibility of execution by the Parties of their obligations hereunder.
12.3. The request of any Party on compensation for her losses caused by force majeure circumstances, are void and not subject to satisfaction.
12.4. If the force majeure circumstances continue to operate on the expiry of 60 (sixty) calendar days from the date of their occurrence and this causes a substantial violation of the rights and interests of any party, such Party shall be entitled to notify in written form the other Party of intention to terminate this Agreement. The Agreement in this case is considered terminated after 30 (thirty) calendar days after receipt by the other Party of the aforementioned notice from the Parties whose rights and interests are substantially impaired.
13. THE TERM OF THE CONTRACT
13.1. This Agreement shall enter into force upon the Acceptance hereof by Seller and shall continue until terminated in the manner provided in this Agreement.
13.2. The agent has the right at any time unilaterally and without prior coordination with Seller to make this Agreement and all its annexes (in whole or in part) any changes and/or additions. Such changes and/or additions shall enter into force for the Agent and the Seller on the next calendar day after posting on the Website of these changes and/or additions, unless otherwise directed by the Agent.
13.3. The seller undertakes to monitor the changes and additions to the present Contract and its annexes by reference to their current version on a daily basis. The seller is solely responsible for any consequences occurred due to the fact that he is not familiar with the current on a specific date version of this Agreement and its annexes and accepts no such responsibility to the Agent (exempt the Agent from such responsibility).
13.4. The agent may at any time terminate the present Agreement unilaterally without asking for any consent of the Seller by giving notice to the Seller via Personal Cabinet via e-mail or by any other writing not less than twenty (20) working days prior to the date of termination of this Agreement. In this case, this Agreement shall be deemed terminated from the date specified in such notice. Termination of this Agreement shall not affect the automatic redemption of the debts of the Parties to each other arising before the date of termination of this Agreement. For the above-mentioned 20-day period, the Parties must make reciprocal payments, to sign the acts of reconciliation, reports, acts and other required documents.
13.5. The seller is entitled to unilaterally suspend the execution of this Agreement in whole or in part (notifying the Agent through a Personal account and/or email address of the Agent is not less than 20 (twenty) working days before the date of suspension of the execution of this Agreement). In the event of any dispute between the agent and the Seller regarding the approval and/or payment of the amount of the Agency fee, Agent's Reward, other amounts due Agent amounts and also relative to the execution of this Agreement.
13.6. Documents transmitted by email through a Personal account, Fax them the scanned copies have full legal force. The risk of distortion of information carried by the Party that sent the information in an appropriate way. In this case, the original documents that were previously sent by one party to the other Party by one of the above-mentioned ways shall be referred by the Parties to each other no later than 10 (ten) working days from the date of signing of these documents.
13.7. For convenience purposes in this Agreement, Parties also refer to their possible successors.
13.8. The parties hereby confirm that the stock they are printed on any document prepared in connection with the execution of this Agreement, is absolute proof that signatories to such a document the person was duly authorized by the respective Party to sign this document.