(OFFER TO CONCLUDE AN AGENCY AGREEMENT)
1. GENERAL PROVISIONS
1.1 In accordance with Article 435 of the Civil Code of the Russian Federation, this document addressed to the Site user having the right to use the Agent's Service (clause 1.4 (b) of this offer), hereinafter referred to as the “Principal”, is an official public offer of Mybill LLC, hereinafter referred to as the “Agent”, represented by General Director Yuriy Viktorovich Avinov, acting on the basis of the Charter, to conclude the agreement under the terms specified below.
1.2 Full and unconditional acceptance of this offer shall be deemed to be effected by the Principal in accordance with clause 5.1 of this offer (Agreement) (Article 438 of the Civil Code).
1.3 The acceptance of the offer shall mean that the Principal agrees with all the provisions of this offer and shall be tantamount to concluding the agency agreement (hereinafter referred to as the Agreement) under the terms and conditions provided for by this offer.
1.4 The following terms and definitions, among others, are used in this Agreement and the relations between the Agent and the Principal resulting or related to it, jointly referred to as the “Parties”:
a) Agent's Site/Site is the Agent's website hosted on the Mybill domain, a Loyalty Program and Marketplace for banks and vendors and its sub-domains;
b) Agent's Service is a set of services provided to the Principal under the agreement for the right to use a software product concluded between the Agent and the Principal, enabling the Principal to use the Principal's Showcase through the functions of the Site;
c) Vendor is a legal entity which sells Certificates and/or Points for the purchase of goods and/or services within the framework of its own marketing programs, and a seller of such goods and/or services for which information is displayed in the Principal's Showcase;
d) Principal's Showcase/Showcase is a complex of interconnected electronic pages of the Agent's Site on the Internet, where Holders may order goods and/or services from Vendors by paying for them with Points and/or Certificates transferred to them by the Principal through the automated tools of the Principal's Showcase, or inform the Principal of their wish to exchange Points and/or Certificates for prizes in another form;
e) Certificate is a certificate issued by the Vendor, having a face value expressed in roubles or conventional units, executed in uncertificated or documentary form and (or) issued in the form of a unique alphanumeric code, and serving as a financial instrument (equivalent) for payment for goods and (or) services of the Vendor by the Holder;
f) Holder is an individual or legal entity to whom the Principal, on the terms and conditions specified in this Agreement, transfers Certificates and/or Points by means of automated tools of the Principal's Showcase;
g) Point is a conventional unit which is an accounting financial instrument for payment for goods and/or services of the Principal by the Holder, and/or used to determine the total face value of the Certificates, which the Principal transfers to the Holder;
h) Showcase Balance is the aggregate of the unused Points and/or the face value of the Principal's Certificates uploaded to the Principal's Showcase;
i) Ordering Fee is a part of the Agency Fee, being a surcharge, the amount of which is determined in accordance with the Tariff Plan selected by the Principal, placed on the Site, for the relevant Assignment (Assignment 1 or Assignment 2);
j) Purchaser is an individual or a legal entity, for whom the Principal purchases the goods/services in question.
1.5. By seizing the opportunity specified in clause 1.2. hereof, the Principal confirms that he/she:
a) Is a person who has acceded to this Agreement in his/her own interest, or acting for and on behalf of the legal entity he/she represents;
b) Is a Licensee under the agreement on granting rights of use of software products, concluded with the Agent;
c) Has familiarised himself/herself with the terms and conditions of this Agreement in full;
d) Fully accepts all the terms and conditions of this Agreement, including those establishing requirements for his/her activities, without any exceptions or limitations on his/her part, and undertakes to observe them;
e) Agrees that the Agreement (including any part thereof) may be amended by the Agent with notice to the Principal by e-mail, the address of which is specified in the acceptance of this offer, and in case of amendments to the terms of clause 6 of the Agreement - 30 (thirty) calendar days prior to the changes taking effect. The New wording of the Agreement comes into force from the moment of its posting on the Agent's Site or other convenient form unless otherwise provided by the new wording of this 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 in accordance with the requirements established by the legislation of the Russian Federation;
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 by means of which the Service is provided;
i) The use of the Service for specific purposes does not violate property and/or personal rights of the Agent, the third parties, as well as the prohibitions and restrictions imposed by applicable law;
j) Understands and accepts that the provisions of the Consumer Protection Law shall not apply to the relationship between the Parties.
2. SUBJECT MATTER OF THE AGREEMENT
2.1 The Principal entrusts and the Agent undertakes to perform legal and other actions for a fee in its own name, but at the expense of the Principal, namely:
2.1.1. The Assignment 1:
126.96.36.199. To purchase Certificates and/or Points for the Principal from the Vendor(s) in accordance with the common face value and name of the Vendor(s) specified by the Principal in the order made in accordance with the procedure set forth in clause 188.8.131.52 of the Agreement.
184.108.40.206. To place the Certificates and/or Points purchased for the Principal in the Principal's Showcase, replenishing the Showcase Balance and transferring them to the latter's ownership in this manner. The procedure for the operation of the Principal's Showcase is defined in section 3 of this Agreement and is binding on both Parties.
2.1.2. The Assignment 2:
220.127.116.11. To purchase goods for the Principal from the Vendor(s) or to pay for the Vendor(s) in accordance with the total price and the name of the vendor(s) as defined by the Principal in the order made in accordance with the procedure set forth in clause 18.104.22.168 of the Agreement.
22.214.171.124. To place on the Principal's Showcase the Principal's orders for the purchase of specific goods/services from the Vendors to whom payment for such goods/services has been made in general face value in accordance with the Principal's order under this Agreement, thereby transmitting to the relevant Vendors the order information on the relevant goods/services within the amount paid to such Vendors.
2.2 In order to place goods or services purchased on behalf of the Principal by the Agent at the Principal's Showcase, the Principal's Showcase Operating Rules for the placement of Points shall apply to the procedure for such placement.
3. PROCEDURE FOR THE OPERATION OF THE PRINCIPAL’S SHOWCASE
3.1 The operating procedure of the Showcase is posted on the Site.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1.1. Undertakes to:
- Execute the Principal's assignment in his/her interests and on the terms and conditions agreed by the Parties;
- Submit reports to the Principal on the execution of assignments in the manner prescribed by this Agreement;
- Purchase (procure) for the Principal Certificates and/or Points as well as goods and/or services from the Vendor(s) in accordance with the Principal's orders.
4.1.2. Shall be not liable to the Principal for the non-performance of its obligations by third parties, including the Vendors.
4.1.3. Shall be obliged to execute the Principal's orders personally.
4.1.4. If the Agent fails to execute the Principal's instructions, the Agent shall return everything received from the Principal to the Principal within 7 days of the expiry of the Agreement.
4.1.5. Has the right to:
- Independently determine the face value and Vendors of the Certificates and/or Points to be purchased for the Principal;
- Receive the Agency Fee in full and in a timely manner;
- Not fulfil the Principal's assignment if the Principal fails to remit the agency fee on time;
- Inform the Principal at his/her own discretion by any means, including by sending messages to the email address specified in the acceptance of the offer;
- Independently determine the terms and conditions of the purchase of goods or services for the Principal.
4.2 The Principal undertakes to:
4.2.1 Under the Assignment 1:
126.96.36.199. Order in the form of a message to the Agent's e-mail address a single purchase of Certificate(s) and/or Points of one Vendor in a total amount not less than the amount corresponding to the plan he has chosen on the Site;
188.8.131.52. Carry out the transfer of funds required to execute the Assignment by the Agent;
184.108.40.206.. Accept from the Agent all transactions made with the Vendors pursuant to this Agreement;
220.127.116.11. On a monthly basis within 5 (five) business days after receipt of Agent's Report for the accounting month, sign this Report and send it to Agent by post to the address indicated at the Site, or inform Agent about objections by e-mail indicated at the Site. If no objection is received within the time period specified in this sub-clause, the Agent's Report shall be deemed to have been unilaterally accepted by the Principal and executed by the Agent;
18.104.22.168. Pay the Agent's fee at the time of the funds transfer referred to in clause 5.2 of the Agreement.
4.2.2: Under the Assignment 2:
22.214.171.124 Determine the total cost of goods/services and name of Vendor(s) in the purchase order for goods/services, which shall be made by sending a message to Agent's e-mail address;
126.96.36.199. Forward to the Agent all information necessary for concluding transactions with the Vendor(s), as well as the Vendor(s) data in the order form specified in clause 188.8.131.52 of the Agreement;.
184.108.40.206. Transfer the funds required for the execution of the Assignment by the Agent;
220.127.116.11. Accept from the Agent all transactions made with the Vendors pursuant to this Agreement.
18.104.22.168. Within 5 (five) business days after receipt of the Agent's Report under the Assignment 2 for the accounting period, sign this Report on its part and send it to the Agent by post to the address specified on the Site, or notify the Agent of the objections by e-mail to the address specified on the Site. If no objection is received within the time period specified in this sub-clause, the Agent's Report shall be deemed to have been unilaterally accepted by the Principal and executed by the Agent.
5. PROCEDURE FOR ACCEPTANCE OF THE OFFER, PERFORMANCE OF OBLIGATIONS AND EXERCISE OF RIGHTS BY THE PARTIES
5.1 The acceptance of this Agreement (offer) shall be deemed to be performed by the Principal at the time of receipt by the Agent of the Principal's signed Acceptance of the proposal to conclude an agreement in the form set forth in Annex No. 1 to this Agreement (the offer). The Agent shall hand over to the Principal a signed copy of the Principal's acceptance by sending it to the Principal's postal address specified in the Acceptance not later than on the 15th (fifteenth) day of the month following the month of receipt of the Acceptance as provided by clause 5.1. of the Agreement. The Principal may take a copy of the Principal's Acceptance signed by the Agent at the Agent's postal address indicated on the Site on its own, without waiting for the Agent to send it by post and having previously informed the Agent of its wish to do so via the Agent's e-mail address indicated on the Site.
5.2 After concluding this Agreement in the manner prescribed in clause 5.1 of the Agreement, under the Assignment 1:
5.2.1 The Principal independently transfers funds for the purchase of Certificates and/or Points with a total face value determined by the Principal to the Agent's current account on the basis of acceptance of this Agreement (offer), specifying the number of acceptance of this Agreement (offer) and the type of assignment – “Assignment 1” in the basis of payment. The number of purchases of Certificates and/or Points under this Agreement is not limited, except when Agent limits them at its own discretion.
5.2.2 The Agent shall place the Certificate(s) and/or Points in the Principal's Showcase no later than five (5) working days following the receipt of the funds for the purchase of the Certificate(s) and/or Points on its account from the Principal.
5.2.3. Each month, no later than ten (10) working days after the end of the accounting month, the Agent shall provide the Principal with the Agent's signed Report on the execution of the assignment(s) for the accounting month, by sending it by post to the Principal's address specified by him/her in the acceptance of this offer.
5.3 After the conclusion of this Agreement in the manner prescribed by clause 5.1 of the Agreement, under the Assignment 2:
5.3.1. By submitting an order in accordance with clause 22.214.171.124 of the Agreement, the Principal independently transfers funds for the purchase of goods/services for a total amount determined by the Principal to the Agent's current account, and, if necessary, transfers to the Agent all information, including personal data of the Purchasers, necessary for concluding transactions with the Vendors. The Principal shall transfer funds to the Agent's current account on the basis of acceptance of this Agreement (offer) specifying the number of acceptance of this Agreement (offer) and type of assignment – “Assignment 2” in the payment basis. The number of purchases of goods/services under this Agreement shall not be limited, unless the Agent limits them at its own discretion.
5.3.2. The Agent shall, no later than three (3) working days after receipt of the funds for the purchase of goods/services in his account from the Principal, transfer the amount required for payment to the respective Vendor(s).
5.3.3 The terms and conditions under which the Agent purchases goods or services from the Vendors shall be determined by the Vendors.
5.3.4. The Agent, within 1 (one) business day at the latest from the receipt of the confirmation of receipt of payment for the purchase of goods/services from the Vendor(s), starts to place orders for respective goods/services at the Principal's Showcase according to the orders placed by the Principal within the use of the Principal's Showcase until the full amount of such orders is placed according to the payment made to the Vendor(s).
5.3.5. The Agent, within ten (10) working days after the end of placement of the Principal's orders at the Principal's Showcase in the amount corresponding to the full amount of payment transferred to the Vendor(s) under the relevant Principal's order, shall provide the Principal with the Agent's Performance Report signed from its side for the given settlement period by sending it by mail to the address of the Principal specified by him/her in acceptance of this offer.
5.4 Under the transaction executed by the Agent with the Vendor on its own behalf and at the expense of the Principal under the Assignment 1, the Agent acquires rights and becomes obliged, but only to the extent of the timely transfer of funds to the Vendor for the purchased Certificates and/or Points and the receipt of Certificates and/or Points under the transaction with it.
5.5 Under the transaction executed by the Agent with the Vendor on its own behalf and at the expense of the Principal under the Assignment 2, the Agent acquires rights and becomes obliged, but only to the extent of the timely transfer of the funds to the Vendor for the goods/services purchased.
5.6 The Parties specifically stipulate that under the Assignment 1, once the Agent has received Certificates and/or Points for the Principal from the Vendor and placed them on the Principal's Showcase, the rights and obligations to use the Certificates and/or Points shall pass entirely to the Principal. Upon receipt by the Agent of the Certificates and/or Points for the Principal from the Vendor, if the Certificates and/or Points cannot be used by the Principal and/or the Holder for any reason whatsoever (including compromise and/or loss of the Certificates), the Agent shall replace the relevant Certificates with the Vendor, or refund the funds transferred by the Principal to purchase the Certificates and/or Points if they cannot be replaced.
5.7 The Parties specifically stipulate that under the Assignment 2, following payment by the Agent for the goods/services to the Vendor(s) and placement of the Principal's orders for specific types of goods/services at the Principal's Showcase, the ownership rights and obligations for those goods/services shall pass entirely to the Principal or to the relevant third parties (Acquirers) designated by the Principal. After payment by the Agent to the Vendor(s) of the goods/services for the Principal, the Agent shall not incur any liability for the transaction for the purchase of such goods/services, irrespective of the reasons (including compromise and/or loss).
5.8. The Parties agree that the Agent shall not be liable in any event if the information received from the Vendor is inaccurate.
5.9. Neither Party shall have the right, without the consent of the other Party, confirmed by means of the e-mail address specified in the acceptance of this offer in the case of the Principal and the Website in the case of the Agent, to assign its rights and obligations under this Agreement to third parties.
6. AMOUNT, TERMS AND PROCEDURE OF PAYMENT OF AGENCY FEE
6.1 The amount of Agent's fee under the Assignment 1 shall be the difference between the amount transferred by the Principal to the Agent for the purchase of Certificates and/or Points at the nominal price of the Vendors and the actual value of the Certificates and/or Points paid by the Agent to the relevant Vendor(s). In this case, this difference is made up by the Ordering Fee, the amount of which is determined in accordance with the Tariff Plan selected by the Principal and posted on the “Tariffs” page of the Site, and discounts on the purchase of Certificates and/or Points received by the Agent from the Vendor(s).
6.2 The Agent's fee under the Assignment 1 shall be withheld by the Agent in a lump sum for each purchase of Certificate(s) and/or Points (for each order placed) from the funds received from the Principal for the purchase of the Certificate(s) and/or Points in the Agent's current account.
6.3 The Agent's fee under the Assignment 2 shall be the difference between the amount transferred by the Principal to the Agent for the purchase of goods/services at the nominal price of the Vendors and the actual value of the goods/services paid by the Agent to the relevant Vendor(s). This difference is made up by the Ordering Fee, the amount of which is determined in accordance with the Tariff Plan selected by the Principal and posted on the “Tariffs” page of the Site, and the purchase discounts for the purchase of goods/services received by the Agent from the Vendor(s).
6.4 The Agent's fee under the Assignment 2 shall be withheld by the Agent in a lump sum for each purchase of goods/services (for each order placed) from the funds received from the Principal for the purchase of goods/services in the Agent's current account.
6.5 In connection with an application by the Agent of the simplified taxation system, the agency fee under this Agreement, in accordance with Chapter 26.2 of the Tax Code, is not subject to VAT.
6.6 Mutual settlements between the Parties shall be made in non-cash form in rubles.
6.7 The Agent has the right to change the terms of the tariff plans indicated on the Site and the amount of Fees for order placement on the page “Tariffs” by notifying the Principal 30 (thirty) calendar days before the new terms come into force by sending a message by e-mail specified in the acceptance of the offer.
7.1. The terms and conditions of this Agreement and additional agreements (if entered into) are confidential and shall not be disclosed.
7.2 The Parties guarantee confidentiality with respect to the contents of the Agreement, including information regarding program codes, inventions, algorithms, knowhow, ideas, and any other technical and financial information.
7.3 The Parties shall also be liable for breach of confidentiality by individuals and legal entities with whom the legal relationship has been terminated.
8. LIABILITY OF THE PARTIES
8.1. In all other cases of breach of obligations under the Agreement the Parties shall be liable in accordance with the applicable laws of the Russian Federation.
9. FORCE MAJEURE
9.1 The Parties shall not be held liable for a failure to perform or improper performance of their obligations under this Agreement if the proper performance is impossible due to force majeure, i.e. extraordinary and unavoidable circumstances under the given conditions, which include: prohibitive or restrictive actions of authorities, civil commotion, epidemics, blockade, embargo, earthquake, flood, fire or other natural disasters.
9.2 If these circumstances occur, the Party shall notify the other Party within 1 day by sending a letter to the e-mail address indicated in the acceptance of the offer in the case of the Principal and on the Site in the case of the Agent.
9.3 A document issued by an authorised state authority shall be sufficient proof of the existence and duration of the force majeure.
9.4 If force majeure circumstances persist for more than 3 days, each Party shall be entitled to terminate the Agreement unilaterally.
10. VALIDITY, AMENDMENT AND EARLY TERMINATION OF AGREEMENT
10.1 This Agreement shall enter into force upon concluding this Agreement in the manner prescribed in clause 5.1 herein, in the version approved and published by the Agent on the Site, and shall be valid for the duration of the agreement for the right to use the software product entered into between the Principal and the Agent.
10.2 The Agent has the right to unilaterally change the terms and conditions of this Agreement by posting the current version of the Agreement on the Agent's Site. Such amendments shall take effect as soon as they are posted on the Agent's Site.
10.3 This Agreement may be terminated by either Party unilaterally upon giving 14 (fourteen) calendar days' prior notice to the other Party by e-mail indicated on the Agent's Website and by accepting this Agreement (offer) in the case of the Principal.
10.4 The Agent shall send all electronic notices to the e-mail address of the Principal specified in the acceptance of the offer.
11. SETTLEMENT OF DISPUTES
11.1 All disputes in connection with the conclusion, interpretation, performance and termination of the Agreement shall be settled by the Parties by way of negotiations.
11.2. In case of failure to reach an agreement the disputes shall be resolved by the Parties in accordance with the current legislation of the Russian Federation.
12. FINAL PROVISIONS
12.1 This Agreement shall be deemed to be concluded in writing pursuant to Article 434 of the Civil Code of the Russian Federation, since the Parties shall exchange written documents and through electronic communication, allowing a reliable identification of the document as coming from the Party to the Agreement, including through the functions of the Service.
12.2. Details of the Agent
to the Offer (offer to conclude the agency agreement)
ACCEPTANCE NO. AG________
an offer to conclude a contract
To: Mybill LLC represented by __________________ ________________________
Hereby __________________________________, being the Licensee under the agreement for granting the right to use the software product, concluded with Mybill LLC, informs Mybill LLC about the full and unconditional acceptance of the proposal to conclude an agency agreement under the offer, posted on the Site Mybill - Loyalty Program and Marketplace for Banks and Vendors. By signing this acceptance, our party acknowledges the conclusion of the said agency agreement without any disputes and undertakes to perform its duties as Principal in full in accordance with this offer (Agreement).
Our party's details:
Contact phone number:
_____________________________ General Director