This User Agreement (hereinafter – “this Agreement”) shall regulate the relations regarding using of B2B-Center uniform e-trade system accessible via the Internet, in particular, on www.b2b-center.ru website, between AO Economy Development Center (OGRN 1075034003967; INN 5034031535), a legal entity duly incorporated in the Russian Federation subject to the applicable laws, on the one part, and a natural/legal person that has accepted the terms hereof by acceding to this Agreement unconditionally and in full, on the other part.
This Agreement and the relations of the Parties arising herefrom, shall be subject to the Russian laws. This Agreement is, as provided by the article 435 of the Civil Code of the Russian Federation, an offer, which is a proposal, addressed to any natural or legal persons, to enter into this Agreement on the terms and conditions specified therein.
A full and unconditional acceptance of the terms and conditions of this Agreement shall be deemed exercised at the time of conclusion of an agreement between the Operator and the Participant. Whereas, the time of conclusion of such agreement is the time of Participant’s performing of the actions aimed at using of the informational, analytical and operational e-trade system B2B-Center located, in particular, on www.b2b-center.ru website, by on-site search, site viewing, signing up, sending messages via a feedback form, etc. A complete list of e-marketplaces (located at other domain addresses) operating within B2B-Center uniform e-trade system is available on www.b2b-center.ru website. The procedure and terms of conclusion of this Agreement are subject to the provisions of the Civil Code of the Russian Federation, regulating the procedure and the terms of conclusion of adhesion agreement (article 428 of the Civil Code of the Russian Federation), submission of offer and offer acceptance (articles 435–444 of the Civil Code of the Russian Federation).
- 1 1. BASIC TERMS AND DEFINITIONS
- 2 2. SCOPE OF THE AGREEMENT
- 3 3. THE RIGHTS OF THE PARTIES
- 4 4. OBLIGATIONS OF THE PARTIES
- 5 5. SETTLEMENT PROCEDURE
- 6 6. LIABILITY OF THE PARTIES
- 7 7. EVENTS OF FORCE MAJEURE
- 8 8. CONFIDENTIALITY
- 9 9. DURATION OF THE AGREEMENT
- 10 10. DISPUTE RESOLUTION
- 11 11. TERMINATION PROCEDURE
- 12 12. MISCELLANEOUS
1. BASIC TERMS AND DEFINITIONS
1.1. The System is a set of technical and organizational means provided by the Operator, including software and hardware systems, designed to optimize the interaction between the companies and their partners and contractors, and implemented on the Internet at the following address: www.b2b-center.ru.
1.2. Operator of the System (Operator) is AO Economy Development Center.
1.3. Participant of the System is an entity or individual, including sole entrepreneurs, that has completed registration in the System and has been given the right to use the functionality of the System according to the access level (registered/full participant).
1.4. Registration – procedure resulting in provision of a unique Participant’s number to an entity or individual, including sole entrepreneurs, inclusion of the Participant into the System Database and provision of the Participant with unique authentication details for access to the Private part of the System.
1.5. Personal Workspace is an element of the Private Part of the System, automated user’s workplace.
1.6. E-marketplace is a software and hardware complex being a component part of the System and intended for online purchasing or selling under a formal procedure specified in the System Regulations.
1.7. Bidding – Auctions, Calls for Tenders or other Bidding Procedures explicitly defined as such in the current legislation.
1.8. Products (Goods, works and services) – goods, works, services and other objects of civil law rights.
1.9. Bidding procedure is a sequence of actions performed by the Organizer in accordance with the established rules as well as with the System Regulations, which results in selection of the Supplier (Buyer) or forming of a list of Suppliers (Buyers) for Purchase or Sale Procedure subsequently held.
1.10. Bidding Organizer is a Buyer or Specialized organization immediately performing the actions related to a Bidding Procedure.
1.11. Supplier – any entity or individual, including sole entrepreneurs, legally able to supply any required Products.
1.12. Quarter shall be deemed equal to three calendar months, quarters shall be counted from the beginning of a calendar year.
1.13. Main User is a user authorized to perform any actions relating to working in the Personal Workspace, preparation, publication, editing, termination of a Bidding Procedure, and/or preparation, submission, editing or withdrawal of a Bid/Participant’s Proposal for a Bidding Procedure.
1.14. Secondary User is a user authorized to perform any actions within the rights conferred to him, except for publication of a Bidding Procedure and submission, editing and withdrawal of a Participant’s Bid for a Bidding Procedure.
1.15. Pricing Plan ― a set of price terms and conditions of the agreement, describing the cost of services, settlement methods, rate-setting features, duly determined by the Participant at his discretion.
1.16. Participant’s Account — the account used by the Operator to keep records of the movement of the Participants’ money submitted by the latter to the Operator to be used in the System for payment of the provided services. The account contains the following components: payments account, security account.
1.17. Affiliated Partner – legal entity or individual entrepreneur providing the services placed on www.b2b-center.ru website based on the respective agreement concluded with the Operator.
1.18. Order – e-document generated by the Participant via the Personal Workspace and containing the information on money submission (remittance) to the Operator or an Affiliated Partner.
1.19. Bonuses – discounts provided by the Operator for the services provided by the Operator and internal services. Full regulations concerning discounting are available on www.b2b-center.ru.
1.20. Service – additional service provided by the Operator, whereas internal services are provided by the Operator, and external services are provided by the Partners.
1.21. All the terms and definitions not covered by this Agreement are available on www.b2b-center.ru
2. SCOPE OF THE AGREEMENT
2.1. In accordance with this Agreement the Operator shall provide to the Participant, on a fee basis, a package of services enabling the participation of the Participant in data bases, Bidding Procedures and Bidding in the System, using additional internal and external services of the Operator, and shall enable interaction between the Participants and Affiliated Partners in terms of payments for the services of the Affiliated Partners.
2.2. The set of the services provided by the Operator includes:
- 2.2.1. Inclusion of the information provided by Participant himself in the System databases.
- 2.2.2. Access to the information placed by other System Participants in the System databases.
- 2.2.3. Participant's ability to work in the Personal Workspace, on the E-marketplace, including the right to initiate Bidding Procedures and/or participate in Bidding Procedures announced by other Participants within the scope of this Pricing Plan selected, as well as in all other sections of the System, in compliance with the Rules and Regulations of the System.
- 2.2.4. Provision of the Participant with an additional Personal Workspace to enhance usability of the System for the Participant.
- 2.2.5. Participant’s ability to work in any other sections of the System that have been created after the signing of this Agreement, and using of which has been timely paid for by the Participant.
- 2.2.6. Remote consultancy support of the Participant.
2.3 The Operator shall also provide to the Participant the additional internal and external services at extra charge.
- 2.3.1. The Operator shall provide to the Participant the services implied by the additional internal services in compliance with the terms and conditions of provision thereof.
- 2.3.2 The list of the services provided by the Affiliated Partners and the relevant terms and conditions shall be determined by the Affiliated Partners at their discretion.
3. THE RIGHTS OF THE PARTIES
3.1. The Operator shall have the right to:
- 3.1.1. Verify the information provided by the Participant.
- 3.1.2. Debit (move, transfer), based on the Participant’s Order, the money from the Payment Account in payment for the selected Pricing Plan, external and internal services and the services provided by the Affiliated Partners.
- 3.1.3. Display the balance of the Services Payment Account of the Participant.
- 3.1.4. Provide to the Affiliated Partners the information on the money on the Participant’s Account and on the financial status of the account.
- 3.1.5. Provide the Participant with the access to the additional Services.
3.2. The rights for the Databases shall belong solely to the Operator.
3.3. The Operator shall have the right to change the cost of Services under the Agreement unilaterally by publication of the changes on the Website at www.b2b-center.ru. The changes shall not apply to the invoices paid prior to their publication.
3.4. The Participant shall have the right to:
- 3.4.1. Place the company’s information in the Databases of the System as a seller (supplier) and/or a buyer (customer) of Products and/or Services.
- 3.4.2. Announce and hold, at his own discretion, the Bidding on the E-marketplace of the System depending on the selected Pricing Plan.
- 3.4.3. Participate in the Bidding Procedures announced by other Participants of the System depending on the selected Pricing Plan.
- 3.4.4. The Participant shall have the right to change the information on the Products and Services provided and (or) consumed by his company.
- 3.4.5. The Participant shall have the right to refuse activation of additional Services.
4. OBLIGATIONS OF THE PARTIES
4.1. The Operator shall:
- 4.1.1. Provide the Participant with the access to the sections of the System and additional internal and external services, according to the selected Pricing Plan and the terms of provision of such Services.
- 4.1.2. Provide the Participant with the access to the Personal Workspace of the System and the databases of the Operator, as well as with the possibility to place Participant’s information in the System Databases as a seller (supplier) or as the buyer (customer) of Products and Services.
- 4.1.3. Provide the Participant with the possibility to announce and hold, on his own, Bidding Procedures in the System and participate in the Bidding Procedures announced by other Participants within the scope of the selected Pricing Plan.
- 4.1.4. Provide the Participant with the access to any other sections of the System that have been created in the System after signing of this Agreement and using of which has been timely paid for by the Participant.
- 4.1.5. Provide the Participant, upon his duly executed written request sent to the Operator, with an additional (second, third, etc.) Personal Workspace to work in the System.
- 4.1.6. Provide a remote consultancy support in terms of Participant’s placing of the information in the System Databases via Support Service by phone or via online Help Desk at: www.b2b-center.ru.
- 4.1.7. Perform a transfer (remittance, writing-off) of the money based on the Participant’s Order by itself and at the Participant’s expense.
4.2. The Participant shall:
- 4.2.1. Complete an application for registration on the website at www.b2b-center.ru/request/application.html in order to be included into the System databases.
- 4.2.2. Work in the System in compliance with all the Rules and Regulations of the System, and fulfill any then-current requirements and procedures specified in the Rules and Regulations and available on: www.b2b-center.ru
- 4.2.3. Timely update information on the offered and (or) consumed products and services in the System.
- 4.2.4. Notify the Operator in writing on the necessity of making changes to its company details specified in the System within five (5) calendar days from an actual changing of those company details.
- 4.2.5. Pay for the services of the Operator in a timely manner as specified by the provisions hereof, the Pricing Plan selected by the Participant and the terms and conditions of provision of internal and external Services.
- 4.2.6. Pay for the services of the Affiliated Partners as required by the terms and conditions set by the Affiliated Partners at their discretion.
5. SETTLEMENT PROCEDURE
5.1. The cost of the services package provided by the Operator shall be determined based on the current Pricing Plans of the Operator.
5.2. The cost of the services provided by the Affiliated Partners, of which the list is available on www.b2b-center.ru, shall be determined by the Affiliated Partners at their own discretion.
5.3. Payment for the Services of the Operator shall be made by the Participant via replenishment of the Services Payment Account and debiting of the Services Payment Account in payment for the selected Pricing Plan, and additional external and internal services or the services provided by the Affiliated Partners. Payment may also be made subject to the terms and conditions of provision of the Bonuses of the Operator.
5.4. To replenish the Services Payment Account the Participant shall receive an invoice generated by the System in the Personal Workspace.
5.5. All the money added to the Participant’s account, including the money received with the payment purpose specified wrongfully, excessive or insufficient for the payment for the Services, shall remain on the Participant’s account.
5.6. The Participant shall have the right to withdraw the available cash from the Participant’s Account by submission of an Application for money withdrawal in the form determined by the Operator.
5.7. The Operator shall provide the Participant with the opportunity of working in the Private Part of the System only once the Participant has paid the cost of the services provided by the Operator according to the terms of the selected Pricing Plan and the terms and conditions of services provision.
5.8. The liability for the fairness of the information on the Main User placed in the Personal Workspace and in additional workplaces shall rest with the Participant.
5.9. The Participant shall be responsible for the User’s and Main User’s authorization for disposition of the money on the Participant’s Account.
5.10. The Parties hereto have agreed to interchange the documents in electronic form as provided by the article 169 of the Tax Code of the Russian Federation, including usage of e-signatures, and to acknowledge the legal validity of any e-documents, namely, the contracts for participation in the informational, analytical trading and operational system, certificates of services rendered, tax invoices and other documents.
5.11. The Parties hereto shall apply, when managing the e-documents, the forms, formats and procedures determined by the current laws and the directives of the relevant authorities, as well as to observe the relevant regulations of the System.
5.12. The procedure of submission of Certificates of Services Rendered and tax invoices:
- 5.12.1. The Operator shall provide the Certificate of Services Rendered and the tax invoice for provision of the access to the System within 5 (five) business days from provision of the access to the System to the Participant.
- 5.12.2. The Operator shall provide, on a quarterly basis, to the Participant a Certificate of Services Rendered and Tax Invoice for the subscription services within 5 (five) days from the date of subscription services rendering date. Subscription services rendering date shall be deemed the last day of the paid quarter.
- 5.12.3. The Participant shall accept, within 5 (five) business days from receipt of the Certificate of Services Rendered, the services rendered by the Operator under this Contract by signing the Certificate of Services Rendered, or send to the Operator a reasonable refusal from services acceptance in case the rendered services do not comply with the conditions of this Agreement. In case no reasonable refusal from signing the Certificate of Services Rendered is submitted by the Participant within the specified time limit, the Certificate of Services Rendered shall be deemed signed by the Participant, and the Operator’s obligations shall be deemed duly fulfilled.
6. LIABILITY OF THE PARTIES
6.1. In case of a failure to perform or improper performance of obligations hereunder, the Parties shall be liable to the extent provided by the current laws of the Russian Federation.
6.2. Responsibility for the fairness of the company information and the information on the consumed (and/or supplied) products and services shall rest with the Participant that has placed the information in the System.
6.3. The Operator shall not be liable for any damage or loss incurred by the Participant because of inadequacy of Participant’s hardware required for working in the System, such as:
- 6.3.1. Participant’s lack of computer hardware with a necessary technical features and software meeting the requirements for working in the System specified in “System requirements” section at: www.b2b-center.ru
- 6.3.2. Software and technical restrictions and settings of the Participant’s computer equipment, making the Participant unable to work in the System to the full extent.
- 6.3.3. Participant’s inability to work in the System caused by virus infection.
- 6.3.4. Defects of functioning of network systems and restrictions imposed by Automated Control System Department of the Participant’s company, as well as malfunctions of the hardware operated by Automated Control System Department of the Participant’s company, that caused nonscheduled and unforeseen temporary disconnection of the Participant from the Internet and prevented the Participant from working in the System to the full extent.
- 6.3.5. Malfunctions of network systems and restrictions imposed by Internet provider at the Participant’s facilities, as well as malfunctions of the hardware at a local Internet provider of the Participant that caused nonscheduled and unforeseen temporary disconnection of the Participant from the Internet and prevented the Participant from working in the System to the full extent.
6.4. The Operator shall not be liable for any loss or damage incurred by the Participant because of improper observance of the requirements concerning the Participant’s work in the System and the relationships between the Operator and the Participant, such as:
- 6.4.1. Poor awareness of the Participant’s employees of Rules and Regulations of the System, failure to fulfill or improper fulfillment of any requirements and procedures provided by the Rules and Regulations of the System by the Participant’s employees, that caused Participant’s incurring of additional, excessive, heightened and unplanned obligations before the other Participants of the System and adversely affected the Participant’s commercial activity and business reputation.
- 6.4.2. Negligent keeping of username and password safety or unauthorized transfer of username and password for entering and working in the System by an employee assigned to be responsible for Participant’s working in the System, to any other persons unauthorized or unqualified to work in the System.
- 6.4.3. Actions performed in the System on behalf of the Participant by the third persons due to their incompetence and ignorance of the Rules and Regulations of the System (which is a part of the Participant’s obligations), that caused Participant’s incurring of additional, excessive, heightened and unplanned obligations before the other Participants of the System.
- 6.4.4. Actions performed in the System on behalf of the Participant by the third persons, causing changing of the information on the Participant itself, which affected adversely its commercial activity and business reputation as a Participant of the System.
6.5. The Operator shall not be liable to the Participant in case the information placed by the Participant in the System Database becomes known by the third parties intending to use that to damage the Participant’s business due to the fault of the Participant (Participant’s employees).
7. EVENTS OF FORCE MAJEURE
7.1. The Parties shall not be held liable for the failure to perform, either in part or in whole, of their obligations hereunder, if such failure arose from any force majeure events, such as: flood, fire, earthquake or other natural disasters, as well as hostilities, blockade, prohibitive acts by governmental authorities and government regulations, destruction of utility lines and power lines, explosions, occurring after signing of this Agreement, that reasonably could not be foreseen or prevented.
7.2. In case any of the foregoing occurs, the Parties shall immediately notify the other Party thereupon in writing. The notification shall specify the nature of the event and contain official documents confirming the occurrence of such circumstances and, if possible, providing an estimation of the extent of their influence on the Party’s ability to perform its obligations hereunder.
7.3. In case a Party fails to notify the other Party thereupon in due time, it shall compensate for the damages incurred by the other Party.
7.4. In case the occurred events specified above and their consequences continue to stay in force for more than two months, the Parties shall further discuss to identify acceptable options to perform this Agreement.
8.1. Each of the Parties shall maintain strict confidentiality of technology, finance, commercial and any other information received from the other Party or the information that has become known when performing this Agreement, and shall take any reasonable measures to protect the received confidential information from disclosure.
8.2. Transfer of confidential information to the third parties, as well as publishing or other disclosure of such information, including during three years from termination of this Contract, shall be possible only upon consent of the other Party, irrespective of the reasons of termination of this Agreement.
- 8.2.1. The System Operator shall have the right to transfer a non-confidential information received from the Participant to the partners of the Participant (including those bound by a respective agreement with the Participant) as well as to the third parties.
8.3. In case a Party discloses the confidential information or the information constituting contractor’s trade secret to the third parties, the Party in breach shall indemnify the other Party for the losses incurred.
8.4. The information placed by the Participant in the System and accessible to general public shall not be deemed confidential. The liability in relation to the content of the information displayed in the System, including liability towards the third parties, shall rest with the Participant being the party that has placed this information into the System.
9. DURATION OF THE AGREEMENT
9.1. This Agreement, as well as any amendments hereto, shall come into force at the time of its acceptance (agreement with the terms and conditions hereof) by the Participant. The Participant’s consent with the terms and conditions of this Agreement, unaltered and unabridged, shall be expressed by ticking “I accept the terms of this User Agreement” checkbox of the System interface. This Agreement shall remain in force during an indefinite period upon the effective date.
9.2. Where there is a previously concluded agreement between the System Operator and the System Member, such agreement shall be deemed, until its expiration, to be an integral part of this User Agreement.
10. DISPUTE RESOLUTION
10.1. Any disputes hereunder shall be settled via a mandatory presentation of a claim before initiation of a court action with claim response period of 10 (ten) business days from receipt thereof. In case no agreement is thus reached, such disputes shall be subject to consideration by arbitration court under the Russian laws.
11. TERMINATION PROCEDURE
11.1. The Operator shall have the right to amend this Agreement unilaterally. Such amendments shall become binding for the Parties from the time of their publication in the Personal Workspace of the Participant.
11.2. The Operator shall have the right to terminate this Agreement unilaterally in case of the Participant’s breach of the provisions hereof, except those relating to the Participant’s non-payment of invoices payable, namely, of the items covering compliance with the Rules and Regulations being in effect in the System and published at www.b2b-center.ru, as well as the items covering non-disclosure of confidential information.
11.3. The Parties shall have the right to terminate this Agreement at any time unilaterally out of court by a written notification of the other Party at least 5 (five) business days prior to the date of termination of this Agreement.
11.4. Once this Agreement is terminated by the Parties the Operator shall stop provision of the services specified herein.
12.1. Since 01.02.2017 the Operator does not put the company stamp on contracts and primary accounting documents subject to Federal Law No 82-FZ “On amendments made to certain legislative acts of the Russian Federation in terms of cancellation of the requirement to a mandatory availability of a company stamp in business entities” as of 06.04.2015, and subject to Federal Law No 208-FZ “On Joint-Stock Companies” as of 26.12.1995, and Federal Law No 402-FZ “On accounting” as of 06.12.2011