In accordance with Articles 435, 437-438 of the Civil Code of the Russian Federation, this document (the Offer), addressed to any individual, a user of the Website, who meets the requirements of Clause 1.3. of this Offer, hereinafter referred to as the User, is a public offer of Mybill Marketing LLC, hereinafter referred to as the Seller, represented by General Director Yuriy Viktorovich Avinov, acting on the basis of the Charter, to conclude the agreement under the terms specified below. The User, when placing an Order for purchasing Certificates, information about which is published on the Site, accepts this proposal (Offer) of the Seller for concluding the Certificates Purchase and Sale Agreement (hereinafter referred to as the Agreement). The offer to conclude the Agreement for individuals (the Offer) is valid for the entire period while the information about the sale of the relevant Certificates is displayed on the Website, except for cases when the Certificate is no longer available for sale at the moment of placing the Order. From the moment of confirmation (execution, placement) of the Order for purchase of the Certificates, issued in accordance with the rules posted on the Site, the Seller and the Buyer (jointly - the Parties) have concluded the Agreement of sale of Certificates for individuals in accordance with Article 435, 438 of the Russian Civil Code on terms of an agreement of accession in accordance with Article 428 of the Russian Civil Code (hereinafter referred to as the Agreement) on the following terms.
1. General Provisions
1.1. The following terms and definitions, among others, shall apply herein and to the arising or related relations of the Parties:
a) Platform is the software and hardware integrated with the Site;
b) Site is the web-based, visually perceptible set of pages and access control elements for the software and information tools located at the address of the Site, which allows the Customer to view all necessary information;
c) Service is a set of services provided to the User through the Platform for the purposes of registration, placement and execution of an Order;
d) Order is the Buyer's application for the purchase of Certificates on the Site, additionally agreed between the Buyer and the Seller, which contains information about the type and quantity of the Certificates agreed by both Parties. The list of information to be agreed upon by the Parties to the Agreement when placing the Order shall be determined by Clause 2 of the Offer;
e) Electronic Certificate (EC) / Certificate is a certificate existing in electronic form, having a certain number and/or and a pin code, with a certain face value and validity period, confirming the property rights of the EC Holder to the EC Issuer to receive goods (works, services) for a certain amount equal to the face value of the EC and the obligation of the EC Issuer to provide such goods (works, services) to the EC Holder in future;
f) EC face value is the EC face value expressed in rubles, for the amount of which the EC holder is entitled to receive goods (works, services);
g) Validity period of the EC is a period of time during which the EC holder may receive goods (works, services);
h) Holder is a Buyer who pays (part of the payment) for goods or services of the EC Issuers with issued Certificates, to whom the Bonus Program Organiser transfers the Certificates via automated tools of the Showcase in accordance with the terms and conditions of the respective bonus program implemented by such Bonus Program Organiser;
i) Bonus Program Organiser/Organiser is a counterparty of the Seller, implementing its own bonus program(s) via the Site service, and using the accrual of the Certificates face value to its (their) participants as an incentive measure within such program(s);
j) Bonus Program Organiser Showcase / Showcase is a complex of interconnected electronic pages on the Internet, access to which is made through the Site, where Holders can order goods and/or services of EC Issuers, paying for them with Certificates, transferred to them through automated tools of the Showcase;
k) EC Issuer is the provider of the Certificates, who has sold them to the Seller for sale to the Buyers, who has issued the EC and shall be obliged to provide the EC Holder with goods (works, services) for a certain amount, equal to the face value of the EC;
1.2. The Service User's confirmation (execution, placement) of the electronic Order form set up by the Site, confirming their acceptance of this Agreement within the functionality of the Platform, creates an Agreement on the terms and conditions provided by Sections 2-9 of this Agreement, whereby such User is the Seller, on the one hand, entering into an Agreement for the purchase of Certificates (hereinafter the Agreement) with Mybill Marketing LLC, hereinafter referred to as the “Seller”, represented by Yuriy Viktorovich Avinov, acting on the basis of the Charter, on the other hand, hereinafter together referred to as the “Parties” and separately as the “Party”.
1.3. By seizing the opportunity specified in Clause 1.2 hereof, the User confirms that he/she:
a) Is a legally capable individual who has joined this Agreement in his/her own interest;
b) Data (personal data), indicated by him/her when filling in the order form of product(s) on the Site of the Seller or the Organizer(s) of bonus programs, correspond to valid and are the data (personal data) of the Seller according to this Agreement;
c) Read the terms and conditions of this Agreement in full;
d) Accepts all the terms and conditions of this Agreement in full without any exceptions or limitations on its part and undertakes to comply with them;
e) The Agreement (including any part thereof) may be amended by the Seller without any special notice. The new wording of the Agreement comes into effect from the moment of its posting on the Site or other convenient form, unless otherwise provided by the new wording of the Offer;
f) Has all necessary rights and powers to enter into the Agreement;
g) Will use the Service only for the purposes permitted by this Agreement in compliance with its provisions, as well as the requirements of applicable law and customary practice;
h) Will not perform any actions that conflict with or interfere with the provision of the Service or the operation of the equipment, networks, or software through which the Service is provided;
i) The use of the Service for a particular purpose does not violate property and/or non-property rights of third parties, or prohibitions and restrictions imposed by applicable law;
j) The Service is provided “as is” and therefore no warranty is made that The Service will meet its requirements; the services will be provided continuously, promptly, reliably and error-free; the quality of any product, goods, services, information and user materials obtained using the Service will fully meet its expectations.
1.4 The Use of the functionalities of the Service shall be only permitted in accordance with the procedure established on the Site.
2. Subject of the Agreement
2.1 Under this Agreement, the Seller undertakes, at the Buyer's request, to transfer a property right to obtain goods (works, services) for a definite sum, equal to face value of the Certificates, at their online transfer in the order established by the Site, and the Buyer undertakes to accept and pay for the receipt of this right, equivalent to the transferred Certificates value. The transfer of this property right in the manner stipulated in this Agreement is the fact of selling the Certificates, signifying the full execution of the Certificate Purchase and Sale Agreement on the part of the Seller.
2.2 The right to choose particular names of goods (works, services), the transfer of the property right to receive which by means of Certificates transfer is a subject of the present Agreement, belongs to the Holder. Duties on the transfer of goods (works, services) at their payment by Certificates are assigned to the corresponding EC Issuer. At the same time, the Seller is not responsible for the validity of the Certificates transferred to the Buyer at the moment of their activation, for their solvency and other qualities, as the Certificates are sold to the Buyer in the "as is" status or with the consumer properties valid at the moment of selling the EC and secured by the EC Issuer.
2.3 The total amount of funds and additional conditions for the sale of the Certificates are determined at the time of entering into this Agreement at the time of forming the Order.
2.3.1 At the time of Order formation, the Service provides the Buyer with a calculation of the amount of commission withheld by the payment system (aggregator, acquirer) integrated into the Site service, through which the payment by the Buyer’s bank card is accepted.
2.3.2 Under this Agreement, the Seller transfers the property right in accordance with clause 2.1 of the Agreement (hereinafter - sells the Certificates) for the amount of funds transferred by the Buyer to the Seller's account according to the issued Order, minus the commission deducted by the payment system (aggregator, acquirer) integrated into the Site's Service, through which payment by the Buyer’s bank card is accepted.
3. Procedure for entering and executing the Order
3.1 At the moment of conclusion of this Agreement in the order provided by clause 1.2 of the Agreement, the Buyer in the prescribed electronic form of the Order by means of the functions of the Service confirms the amount of funds to be transferred to the Seller's account and the amount of commission withheld by the payment system (aggregator, acquirer) integrated into the Site service, through which payment by the Buyer’s bank card is accepted, then makes the payment of this amount through the specified payment system (aggregator, acquirer).
3.1.1. By forming and carrying out the Order, the Buyer agrees to the terms and conditions and the amount of the commission charged by the payment system (aggregator, acquirer) integrated into the Site's service through which payment by the Buyer's bank card is accepted.
3.2 All settlements between the Parties shall be made strictly in non-cash form in roubles.
3.3 After the transfer of money specified in Clause 3.1 of the Agreement, the Seller shall perform (provide) an electronic transfer of the Certificates to the Buyer's personal account within 1 day, unless other terms of the Certificates transfer are specified by the EC Issuer or are posted on the Site.
The moment when the EC is received in the Buyer's personal account is the moment of the Certificates sale and, accordingly, the Seller's obligations regarding the sale (transfer) of the Certificates are completely fulfilled.
3.4. In case of payment for the Order by bank card, after completing all actions stipulated in Clauses 3.1 and 3.3 of the Agreement, the Seller has the right to send the Buyer an SMS message containing information about the execution of the Order in the form stipulated in Clause 3.6 of the Agreement.
3.5 The Order fulfilment information contains:
- The amount transferred for the fulfilment of the Order;
- Number of the Order;
- The amount of commission of the payment system (aggregator, acquirer).
3.6. The Seller has the right at his/her own discretion, instead of sending SMS, to send the information containing the data specified in Clause 3.5 of the Agreement to the Buyer by any other means (by fax, email, post, other means of communication, electronic message to a personal account).
3.7 The Seller's obligations under this Agreement shall be deemed fulfilled upon fulfilment of the requirements stipulated in Clause 3.3 of the Agreement. The Seller shall not be liable for the fulfilment of the obligations to the Buyer on the part of the EC Issuer.
4. Rights and obligations of the Parties
4.1 The Seller:
4.1.1. Undertakes to:
- Execute the Order on the terms and conditions agreed by the Parties;
- If necessary, inform the Buyer about the rules for purchasing the Certificates;
4.1.2 Shall not be liable to the Buyer for non-performance or improper performance by third parties, including EC Issuers (sellers of goods, works and services), of their obligations.
4.1.3 In the event of non-performance of the Order, return to the Buyer everything received from the Buyer within 3 days.
4.1.4 Is not liable for the quality of goods, works and services and does not bear the obligations of the EC Issuer arising from the conclusion of a transaction to purchase goods, works or services by activating Certificates (presenting them for payment).
4.1.5 If the Buyer returns the goods (rejects work, services) for any reason:
- All issues related to the return of the Certificates activated in payment for goods (works, services) shall be resolved between the Buyer and the EC Issuer (seller of goods, works, services) in accordance with the terms of the agreement (offer) concluded between the respective EC Issuer (seller of goods, works, services) and the Buyer.
4.2 The Buyer undertakes to:
4.2.1 Transfer the funds for payment under the issued Order.
4.2.2 Accept the Certificates from the Seller in the manner specified by the Seller on the Site.
4.2.3. Review the information provided by the Seller regarding the execution of the Order and, in case of disagreement, inform the Seller of its objections within 1 day from the date of receipt.
4.2.4 Not to enter into contracts similar to this Agreement or other transactions with third parties and to refrain from independent activities similar to the subject matter of this Agreement.
4.3 The Buyer has the right to activate the corresponding Certificate equivalent via the Service functions to pay (partially pay) for the purchase of goods (-s) or order services, works sold by the corresponding EC Issuers (sellers of goods, works, services).
5. Liability of the Parties
5.1 The Party which has not fulfilled or improperly fulfilled its obligations under the Agreement shall compensate the other Party for the losses not covered by the contractual penalties.
5.2 In all other cases of non-fulfilment of obligations under the Agreement the Parties shall be liable in accordance with the current legislation of the Russian Federation.
6. Force majeure
6.1 The Parties shall be exempted from liability for non-performance or improper performance of obligations under the Agreement if the proper performance has become impossible due to force majeure, i.e. extraordinary and unavoidable circumstances under the given conditions, which are understood as: prohibited or restrictive actions of the authorities, civil commotion, epidemics, blockade, embargo, earthquake, flood, fire or other natural disasters.
6.2 If these circumstances occur, the Party shall notify the other Party within 1 day.
6.3 A document issued by an authorised state authority shall be sufficient proof of the existence and duration of the force majeure.
6.4. If the force majeure circumstances continue to act for more than 3 days, each Party has the right to terminate the Agreement unilaterally.
7. Term of validity, amendment and early termination of Agreement
7.1 The Agreement shall be concluded for the purpose of execution of one-time transaction stipulated in Clause 2.1 of this Agreement, and shall be valid until fulfillment by the Parties of their obligations.
7.2 All amendments and additions to the Agreement concluded by the Parties are valid if made in the same form as the Agreement itself, or in other form agreed by the Parties that allows to establish reliably the will of the Parties and that the document comes from the Party to the Agreement.
7.3 The Seller has the right to withdraw from the Agreement at any time on condition that he returns the funds received from the Buyer within 3 days.
7.4 The Agreement shall be deemed terminated from the moment the Buyer receives the Seller's notice of unilateral withdrawal from the Agreement by placing it electronically on the Site using the functionality of the Service.
7.5 If the Agreement is terminated for any reason, the Parties shall return to each other everything performed thereunder prior to termination.
8. Dispute resolution
8.1. All disputes related to the conclusion, interpretation, performance and termination of the Agreement shall be resolved by the Parties through negotiations.
8.2. In case of failure to reach an agreement in the course of negotiations, as specified in clause 8.1 of the Agreement, the interested Party shall send a claim in the form of an electronic message using a means of electronic communication, ensuring fixation of its sending, to the electronic address of the other Party.
8.3 The claim shall be accompanied by electronic documents substantiating the claims made by the interested Party (if the other Party does not have them), and electronic documents confirming the authority of the person signing the claim. A claim sent without proof of authorisation of the person signing it shall be deemed not to have been submitted and shall not be considered.
8.4. The Party to which the claim has been sent shall be obliged to consider the claim received and notify the Party concerned in writing of the result within 10 working days of receipt of the claim.
8.5 In the event of failure to settle disputes in accordance with the claim procedure, as well as in the event of failure to receive a response to the claim within the period specified in clause 8.4 of the Agreement, the dispute shall be resolved by the court in accordance with the applicable laws of the Russian Federation.
9. Final provisions
9.1 This Agreement enters into force from the moment the Seller has issued (placed) the Order, which is an acceptance of the offer, and shall remain in force until the Parties have fully performed their obligations under and arising from the Agreement.
9.2. By placing the Order, the Buyer certifies that he/she accepts the terms and conditions of this Agreement at the time of entering into the Agreement without objection and in accordance with his/her valid will as the Buyer. By placing the Order, the Buyer has understood the meaning of the terms, words and expressions used in this Agreement according to their legal definition and/or interpretation in accordance with the laws of the Russian Federation.
9.3 The terms and conditions as defined and posted on the Site shall apply to the Parties' relations.
9.4 This Agreement shall be deemed to have been concluded in writing pursuant to Article 434 of the Civil Code of the Russian Federation in view of the Parties' exchange of documents (electronic commands) via electronic communication, which allows reliable identification that the document (the Party's decision) comes from the Party under the Agreement, including by receiving the Buyer's consent (acceptance of offer) to enter into this Agreement expressed in electronic form via the functionality of the Service.
9.5 The Agreement permits the exchange of documents between the parties via e-mail, as well as via the Site service, using the user identification through the user's created personal account. In this case, the documents transmitted in this manner shall have full legal effect, provided that there is an acknowledgement of delivery of the message which includes them to the recipient. When the Parties use the electronic mail or personal account of the Site user, an electronic document sent in this way shall be deemed to be signed by a simple electronic signature of the sender, created using his/her electronic mail address or account (personal account). In case of using the electronic document to send an electronic document by email or account (personal account), the recipient of the electronic document shall identify the person who signed such document by the email address or account (personal account) used by him/her. Electronic documents signed with a simple electronic signature shall be recognised as equivalent to documents on paper signed with a handwritten signature.
9.6. The Site and the Service provided may be temporarily unavailable in whole or in part due to maintenance or other work or for any other reasons of a technical nature.
9.7 The laws/legislation of the Russian Federation shall apply to this Agreement (the offer).
9.8. This Agreement (offer) is made in Russian language. In case this Agreement (offer) is translated into other languages, the Russian interpretation of the Agreement (offer) shall prevail.
9.9. Details of Mybill Marketing LLC