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Сontract offer

AGENCY AGREEMENT-OFFER

 

The Agent expresses its intention to conclude the present Agency Agreement - Offer (hereinafter referred to as the «Agreement»), which is a Public Offer, with persons specified in clause 1.6 of the Agreement (hereinafter referred to as a «Trading Partner»), where the Agent and a Trading Partner are collectively referred to as «the Parties», and individually – as «the Party», on the following:

 

1. TERMS AND DEFINITIONS

1.1. Agent - Individual entrepreneur Iulia Valerevna Kazantseva

Location address: 63-94 Nauki Ave., 195256, Saint Petersburg,

TIN 027807961375, OGRNIP 314784718400534

Bank details:     

Account: 40802810400001266022

JSC «Tinkoff Bank»

C/A: 30101810145250000974

BIC  044525974

E-mail: info@werart.ru

1.2. Public Offer -the present Agreement published at https://werart.ru/contract-offer/

1.3. Acceptance of the Public Offer— full and unconditional acceptance of the terms of the present Agreement by a Trading Partner in accordance with the procedure provided in clause 2.4. of the Agreement.

1.4. Website -a website hosted on the Internet under the domain werart.ru and containing the Goods information of a Trading Partner in a Marketplace, where the Website Service allows a Trading Partner to place Ads for Goods sale.

1.5. Marketplace - a virtual Website space for forming legal relations between a Trading Partner and a Buyer regarding purchase and sale of Goods of a Trading Partner that becomes available after completing the registration procedures on the Website by a Trading Partner in compliance with the terms and conditions approved in the Annex No. 1 of the Agreement.

A Marketplace is a part of the Website and contains information about Goods of a Trading Partner (description, terms of sale, refund), as well as other information that is essential for conclusion and execution of a Purchase and Sale Agreement of Goods.

Functionality of a Marketplace provides to a Buyer an opportunity to get information about Goods of a Trading Partner, compare offers of different Trading Partners by price and quality, as well as conclude Purchase and Sale Agreements of Goods with the corresponding Trading Partner.

1.6. Trading Partner - a Party of the present Agreement (a legal entity or individual entrepreneur established under the legislation of a foreign state and being a non-resident of the Russian Federation in accordance with the provisions of Federal law of the Russian Federation No. 173-FZ of 10.12.2003 (as amended) «On currency regulation and currency control»), which has accepted the Public Offer in accordance with the established procedure of the Agreement, that places Ads for sale of Goods on its Website, Payments from Buyers for Goods, less the Agent’s Fee and other amounts due to the Agent or other persons in cases stipulated by the present Agreement.

1.7. Registration on the Website — a set of actions of a Trading Partner in accordance with instructions specified in the present Agreement, including the provision of Login Details and other information, using a special form of the Website interface in order to form a Personal account and gain access to certain services of the Website.

1.8. Personal account — a personal closed section of a Trading Partner on the Website.

A Personal account is a set of protected pages created when it is activated, which contains the data of a Trading Partner. After Logging an access in a Personal account is granted to a Trading Partner to the Website's Service.

1.9. Authorization - actions of a Trading Partner in the Service aimed to provide an access to the Service interface and enabling to use the Service by entering their authentication data (login and password). Authorization can automatically use cookies.

1.10. Service - a set of elements of the Website, allowing a Trading Partner to perform all necessary functions (place Ads, search and view information) within the framework of the execution of the present Agreement. The Service includes the interface, software and other elements (tools, algorithms, methods) necessary for the proper functioning of the Website, as well as any other features and functions implemented on the Website. None of the provisions of the present Agreement can be interpreted as a transfer of exclusive rights to the Service (its individual elements) to a Trading Partner.

1.11. Credentials – a unique login and password created independently by a Trading Partner during Registration on the Website or changed later by a Trading Partner through the Personal account used for access to a Personal account.

1.12. Cookies – a small piece of data sent by a web server and stored on the User's computer. It is applied to save the data on the User's side and is used for:

· User authentication methods;

· storage of personal preferences and settings of the User;

· tracking the status of the User's access session;

· statistics about Users.

1.13. Ad – a public offer of a Trading Partner about Goods sale containing the price, terms of sale, terms of delivery, return terms, other essential terms of a Purchase and Sale Agreement of Goods (including contact information, photos and other relevant information about Goods) and meeting the requirements specified in the Annex No. 2 to the Agreement.

1.14. Advertising materials – affiliate links, promocodes, buttons, banners, audio, video, audiovisual messages and materials, articles and other text messages, photos, graphics, as well as advertising messages in any other form.

1.15. Content - any information in any form (including text, photos, graphics, audiovisual works) that is posted, reproduced, made available to the public or individually to a Buyer or a Trading Partner on the Website.

1.16. Goods – goods, services (including certificates and other documents confirming the right to receive services), information about which is posted by a Trading Partner on the Website for the purpose of selling to a Buyer via the Internet in accordance with the procedure and conditions established by the present Agreement. For sale of certain categories of Goods, the conditions specified in the Annex No.5 to the Agreement are applied.

1.17. User – any individual, individual entrepreneur or legal entity that meets the following requirements:

1.17.1.  providing legitimate access to the Website and its Services via the Internet;

1.17.2.  having sufficient legal and civil rights to perform transactions on the Website (including legal capacity to do to the extent required under the laws of the Russian Federation to conclude a Purchase and Sale Agreement of Goods);

1.17.3. not having any restrictions on performing legally significant actions on the Website.

1.18. Buyer – a Website User who has made a purchase of a Trading Partner's Goods.

1.19. Purchase and Sale Agreement of Goods – an agreement between a Trading Partner and a Buyer concluded in a Marketplace.

1.20. Currency of the Agreement price – the currency of Goods price specified in an Ad. The price currency of this Offer is Russian ruble. All documents within the Agreements containing financial information (invoices, acts, reports, etc.) are issued in Russian rubles.

1.21. Order - a request made by a Buyer on the Website for purchase and/or delivery of Goods.

1.22. Closing an Order - an action of a Trading Partner or the Agent in a Personal account, confirming the fulfillment of obligations to deliver Goods to a Buyer.

1.23. Subagent agreement – an agreement between the Agent and a third party concluded for the purpose of executing of the Agreement.

1.24. Delivery service – a transport or logistics company that provides delivery of Goods with which a Subagent agreement has been concluded.

1.25. Express delivery – delivery of Goods ordered by a Buyer, carried out within 14 (fourteen) calendar days from the date of the Payment. The specified time limit may be changed for reasons beyond the control of the Agent, related to the delivery Service's operating mode, customs control procedure and others.

1.26. Standard delivery – delivery of Goods ordered by a Buyer, carried out within 30 (thirty) calendar days from the date of the Payment. The specified time limit may be changed for reasons beyond the control of the Agent, related to the delivery Service's operating mode, customs control procedure, and others.

1.27. Payment – a transfer of funds by a Buyer to a Trading Partner by non-cash transfer, electronic money and other means of payment used for online payments as the payment for Goods of a Trading Partner, purchased through a Service Agent within the Order.

The Payment currency is the Russian ruble.

The Payment date – date of receipt of the Payment on the Agent's settlement account.

1.28. Invoice – an invoice for payment for Goods issued by a Trading Partner.

1.29. Services - services provided by the Agent to a Trading Partner under the present Agreement, including services for arranging delivery of Goods, as well as any additional services not foreseen by the Agreement but provided including using the Website.

1.30. Agency fee - remuneration for execution by the Agent of a Trading Partner's Order (Services rendered), determined as a percentage of funds paid by Buyers (Payment amounts) for Goods of a Trading Partner sold to a Buyer, as well as any other amounts owed to the Agent for Services rendered to a Trading Partner.

 

2. SUBJECT OF THE AGREEMENT

2.1. The present Agreement defines the procedure and conditions of provision by the Agent and use by a Trading Partner of the Website and its Service for the purposes set out in clause 2.2. of the present Agreement.

2.2. Under the present Agreement, the Agent undertakes to perform the following actions for remuneration on behalf of and at the expense of a Trading Partner:

2.2.1. organize to a Trading Partner connection to the Website Service by providing the possibility of creating a Personal account of a Trading Partner profile on the Website and Credentials of a Trading Partner;

2.2.2. provide a Trading Partner with the following options:

· use of Personal account,

· use of the Website Services,

· placement of Ads on the Website;

2.2.3. organize settlements between Buyers and a Trading Partner by receiving a payment from a Buyer in accordance with the procedure established in clause 9 of the Agreement;

2.2.4. arrange delivery of Goods of a Trading Partner to Buyers on the terms established in clause 5 of the Agreement;

2.2.5. in case a Buyer returns Goods to a Trading Partner, arrange delivery of Goods from a Buyer to a Trading Partner on the terms established in clause 8 of the Agreement, as well as provide assistance to a Trading Partner and a Buyer in resolving any issues arising in connection with this;

2.2.6. arrange Payment refund to a Buyer in case of Goods return on the terms established in the Agreement;

2.2.7. provide comprehensive assistance and support to a Trading Partner in matters related to the placement and publication of Ads of a Trading Partner.

2.3. The Agent acts within the framework of the Agreement on the terms of full financial independence, at its discretion, based on market conditions. To do this, the Agent on its own name:

2.3.1. Concludes a Subagent agreement with the Delivery service for the purpose of organizing deliveries of Goods to Buyers;

2.3.2. Concludes Subagent agreements with third parties (banks, payment systems and other financial institutions) for organizing acceptance of Buyers Payments in favor of a Trading Partner.

2.4. A Trading Partner performs the Acceptance of the Public offer by putting a mark «Read and agree with the terms of the Offer» on the Website in a Personal account of a Trading Partner.

2.5. Registration of a Trading Partner on the Website means full and unconditional acceptance of the provisions of the present Agreement and other documents regulating the activity of the Website.

 

3. TERMS OF ACTIVATION OF A PERSONAL ACCOUNT

3.1. Activation of a Personal account is carried out by the Agent with condition that scan copies of the following documents are provided by a Trading Partner:

3.1.1. for a legal entity:

· documents confirming the legal status of a Trading Partner (Charter, founding agreement or other document issued in accordance with the legislation of the country at the place of registration of a Trading Partner);

· documents confirming state registration (if such documents are not issued in hard copy in accordance with the current legislation in the country of a Trading Partner, then a link to the official Internet resource where relevant information about a Trading Partner is reflected is provided);

· a document confirming election of the sole Executive agency;

· a power of attorney for the person authorized to perform legally significant actions within the framework of the Agreement with the Agent (with a trusted person);

· a document confirming registration with the tax authority at the place of registration and activation of the activity;

· licenses (permissions) (if required);

· a document certifying the identity of the head or other representatives of the legal entity;

· a document containing information about the Bank details.

3.1.2. for an individual entrepreneur:

· a document on state registration of an individual entrepreneur,

· a document confirming registration with the tax authority at the place of registration and activation of the activity;

· a power of attorney for the person authorized to perform legally significant actions within the framework of the Agreement with the Agent (with a trusted person);

· licenses (permissions) (if required);

· a document certifying the identity of the head or other representatives of the legal entity;

· a document containing information about the Bank details.

3.2. Bank details of a Trading Partner are reflected in the card in a Personal account. A Trading Partner does not have the right to specify the details of a third party to transfer the payments by the Agent to a Trading Partner.

3.3. In the process of execution of the Agreement a Trading Partner must provide a translation of any of the documents specified in sub-clause 3.1. of the Agreement into Russian in case such documents are requested from the Agent by persons entitled under the legislation of the Russian Federation to familiarize with the content of such documents.

It is allowed to provide the required translation of documents into Russian, made by a full-time employee of a Trading Partner. In this case, each document containing the translation must be marked with:

· a record of whether the translation matches the original text,

· a signature of the head of a Trading Partner (legal entity) or individual entrepreneur;

· a stamp impression or stamp (if available).   

3.4. The documents specified in sub-clause 3.3. of the Agreement are provided not later than the period specified in the relevant Agent's request.

3.5. Any documents specified in clause 3 of the Agreement are provided in the form of scanned copies in compliance with the Procedure for exchanging documents established in clause 12 of the Agreement.

3.6. In case of changes in contact data or in case of suspension or complete termination of its activities, a Trading Partner must notify the Agent not later than 1 (one) calendar day from the date of occurrence of the relevant changes or circumstances in compliance with the Procedure for exchanging documents established in clause 12 of the Agreement.

 

4. ORDER OF GOODS

4.1. Daily in a Personal account on the Website, notifications about Orders that the Agent has accepted from Buyers are sent to a Trading Partner.

4.2. Within 2 (two) calendar days from the date of receipt of the Order notification from the Agent a Trading Partner confirms that Goods are ready to be delivered to the Delivery service by clicking the button in a Personal account «Confirm the Order».

4.3. After confirming the Order via a Personal account, a Trading Partner notifies the Agent:

4.3.1. about sending Goods - within 3 (three) calendar days from the date of receipt of the Order notification  in case of a Standard delivery of Goods;

4.3.2. about readiness of Goods for shipment - within 2 (two) calendar days from the date of receipt of the Order notification  in case of Express delivery of Goods.

4.4. Closing of Order formed by a Buyer is made by a Trading Partner within 3 (three) business days from the date of receipt of confirmation from the Delivery service of the transfer of Goods to a Buyer.

4.5. If a Trading Partner has not closed the Order, the Agent may close the Order after 3 (three) working days from the date of receipt of confirmation from the Delivery service of the transfer of Goods to a Buyer.

 

5. GOODS DELIVERY

5.1. The price of delivery of Goods to the address specified by a Buyer is calculated during placing the Order (based on the delivery address specified by a Buyer) and paid by such Buyer in excess of the cost of Goods.

5.2. A Trading Partner must ensure that Goods packaging are maximum compact in volume and are minimum light in weight. The requirement of this clause of the Agreement does not eliminate the need when packing of Goods to provide maximum protection of Goods from damage during loading and unloading operations during delivery.

5.3. Delivery of Goods must comply with legal requirements of the Russian Federation concerning mandatory labeling.

5.4. The Agent undertakes to compensate a Trading Partner material damage resulting from the loss of Goods or damage of Goods during delivery to a Buyer. Such damage will be reimbursed by the Agent to a Trading Partner after it is actually reimbursed to the Agent in accordance with the appropriate Subagent agreement.

 

6. CUSTOMS CLEARANCE

6.1. Goods sold under the present Agreement are subject to customs control.

6.2. The costs of customs control are paid by a Buyer.

6.3. The costs specified in sub-clause 6.2. of the Agreement include customs duties calculated in accordance with the Customs legislation of the Russian Federation and the current rates of customs duties.

6.4. In case of Express delivery of Goods whose value exceeds 200 (two hundred) euros in ruble equivalent at the exchange rate of the Central Bank of Russia effective on the date of import of Goods into the territory of the Russian Federation, a Buyer is entitled to use the service of a customs broker.

 

7. GUARANTEES

7.1. A Trading Partner guarantees that is the owner or an authorized representative of the brand of Goods sold via the Website.

7.2. The terms of providing guarantees are reflected in an Ad of a Trading Partner on the Website.

7.3. In case of circumstances when it is necessary to fulfill warranty obligations with respect to Goods, a Trading Partner immediately makes the correction of defects (defects) of Goods or replacement of Goods.

 

8. RETURN OF GOODS

8.1. Information about the terms and conditions of return of Goods is reflected by a Trading Partner in an Ad on the Website.

8.2. A Buyer has the right to claim return of Goods within 14 (fourteen) calendar days from the date of receipt of Goods confirmed by the Delivery service.

8.3. In case of return of Goods of improper quality or delivered by mistake of a Trading Partner, the Agent ensures Goods delivery from a Buyer to a Trading Partner. Wherein Goods return is carried out at the expense of a Trading Partner.

8.4. In case a Buyer rejects Goods for a reason not related to violation of the Law of the Russian Federation № 2300-1 dated 07.02.1992 (in the current edition) «On protection of consumer rights», or because of delivery of Goods by mistake, all delivery costs of Goods to a Buyer and on its return to a Trading Partner (the cost of transport services, customs duties and fees) are incurred by a Buyer.

8.5. In case of return of Goods the Delivery service notifies the Agent about the transfer of Goods to a Trading Partner and if the last does not confirm this fact in a Personal Account within 2 (two) business days, Goods are considered to be received by a Trading Partner without any remarks and that is the basis for payment refund by the Agent to a Buyer on the terms set out in clause 9 of the Agreement.

8.6. In case of return of Goods, the Payment is refunded to a Buyer within 3 (three) business days from the date of confirmation by a Trading Partner or the Delivery service of receipt of Goods by a Trading Partner.

 

9. AGENT'S SERVICES PRICE AND MUTUAL SETTLEMENTS PROCEDURE

9.1. A Trading Partner pays the Agent the Agent’s fee for execution of a Trading Partner's Order in the amount of:

·  6% (six percent) of the price of Goods sold to a Buyer - within the first 3 (three) months from the date of start of cooperation (hereinafter referred to as the «Grace period»);

· 15% (fifteen percent) of the price of Goods sold to a Buyer – during the entire period of cooperation after the end of the Grace period.

9.2. A Buyer transfers the Payment for the placed Order on the terms of 100% (one hundred percent) prepayment. The Agent withholds (debits in a non-acceptance order) Agent's compensation from a Payment amount. Performance of obligations by the Parties under the Agreement is also allowed by setting off mutual claims.

9.3. After receipt from a Trading Partner or the Delivery service of documented and confirmed information about receipt of Goods by a Buyer, the Agent transfers funds for the past month to a settlement account of a Trading Partner within 10 (ten) business days after the end of each calendar month.

9.4. The date of execution of obligations by the Agent to transfer a Payment to a Trading Partner is the date when the corresponding amount is debited from the Agent's settlement account and transferred in accordance with payment details of a Trading Partner.

9.5. Execution of Agent's obligations to transfer Payments to a Trading Partner can be assigned by the Agent to a third party (a Bank, a payment system, or other organization that performs the function of execution of Payments). Wherein a Trading Partner must accept the execution offered for the Agent by a third party. In this case the term of funds transfer to a Trading Partner's settlement account will be proportionally extended, but in any case, it will not exceed 10 (ten) business days from the date of receipt by the Agent of the relevant Invoice for funds transfer to a Trading Partner.

9.6. A Trading Partner cannot apply for receipt of a Payment from the Agent if a Trading Partner has not fulfilled its obligations to a Buyer and therefore the Agent has decided to refund a Payment to a Buyer. Such decision of the Agent is not disputed by a Trading Partner and is recognized as valid.

9.7. A Trading Partner undertakes to reimburse the Agent the amounts collected from the Agent by financial institutions (banks, non-bank credit organizations, payment systems) for violations committed by a Trading Partner, for committing fraudulent or other illegal actions.

The Agent has the right to withhold unilaterally the amounts specified in this sub-clause of the Agreement from Payments due to a Trading Partner in accordance with the Agreement.

In case the amount of Payments received from Buyers is not sufficient for the Agent to deduct the above-mentioned refunds from a Trading Partner, a Trading Partner shall transfer to the Agent necessary amounts in full within 5 (five) business days from the date when the Agent issues the relevant invoice to a Trading Partner. Wherein such an invoice should be issued by the Agent to a Trading Partner via a Personal account.

9.8. For the purpose of calculating the Agent’s fee, Goods returned by a Buyer to a Trading Partner for any reason will be considered sold to a Buyer. The payment, received by the Agent for specified Goods, is not transferred to a Trading Partner and is returned to a Buyer. At the same time, a Trading Partner is obliged to pay the Agent Agent’s fee in the amount calculated at the rate according to sub-clause 9.1 of the Agreement and based on the amount to be returned to a Buyer.

9.9. When returning Goods for any reason, the Agent has the right to assert (non-acceptance debit) amounts of losses incurred by the Agent, including the Payment amount returned by the Agent to a Buyer, if a Trading Partner independently does not remit to the Agent the relevant amount within 3 (three) working days from the date of receipt of the invoice sent by the Agent in accordance with the requirements set out in clause 12 of the Agreement.

9.10. For the purpose of reconciliation of mutual settlements, a Trading Partner provides the Agent with information of Goods actually sold by a Trading Partner to each Buyer and within the framework of each Purchase and Sale Agreement of Goods in the volume necessary to the Agent, within 3 (three) working days from the date of receipt by a Trading Partner of corresponding request from the Agent.

9.11. If the Agent does not receive any objections from a Trading Partner within 3 (three) business days from the date of debiting funds in a non-acceptance manner in accordance with the terms of the Agreement, such actions of the Agent are recognized as:

9.11.1.  justified and not contradict the law of the Russian Federation and the terms of this Agreement,

9.11.2.  approved by a Trading Partner,

9.11.3. as legal basis for final financial settlements between the Parties under the present Agreement.

 

10. AGENT'S REPORT AND SERVICE ACCEPTANCE PROCEDURE

10.1. Within 10 (ten) business days after the end of each calendar month the Agent prepares a report on the Services rendered (hereinafter referred to as the «Report») in the form set out in the Annex No. 3 to the Agreement that must contain the following information:

10.1.1. name and quantity of Goods sold;

10.1.2. amount of funds received from a Buyer for Goods sold;

10.1.3. Agent’s fee amount;

10.1.4. cost of additional Services provided by the Agent;

10.1.5. amount of funds to be transferred to a Trading Partner.

The report is sent to a Trading Partner together with an act of acceptance and transfer of services rendered (hereinafter referred to as the «Act»), which is drawn up in the form set out in the Annex No. 4 of the Agreement.

The exchange of documents specified in this sub-clause is carried out in accordance with the procedure established in clause 12 of the Agreement.

10.2. In case no one Purchase and Sales Agreement of Goods has been concluded by a Trading Partner during the reporting period, the Agent has the right not to provide a Trading Partner with the documents specified in sub-clause 10.1 of the present Agreement.

10.3. Within 3 (three) business days from the date of posting a Report and an Act in a Personal account or their receipt by e-mail, a Trading Partner must:

10.3.1. sign the pointed documents;

10.3.2. put a Trading Partner's seal on them (if available);

10.3.3. send the Agent scanned copies of originals of a Report and an Act in accordance with clause 12 of the Agreement;

10.3.4. if there are any objections, send the Agent a motivated refusal of signing a Report and an Act, in accordance with the procedure established by clause 12 of the Agreement, pointed specific basis.

10.4. In case the Agent does not receive from a Trading Partner signed Report and Act or a motivated refusal of signing the pointed documents within the time period specified in sub-clause 10.3. of the Agreement, a Report and an Agent's Act are considered to be accepted by a Trading Partner in full without objection and are the basis for settlements between the Parties.

 

11. TAXES

11.1. The Parties shall independently pay taxes on amounts received by each of the Party regarding execution of their obligations under the present Agreement.

 

12. DOCUMENTS EXCHANGE PROCEDURE

12.1. Documents exchanged between the Parties in the process of fulfilling their obligations under the Agreement can be sent in one of the following ways:

12.2. using the Service in a Personal account of a Trading Partner;

12.3. to the Agent's e-mail specified in sub-clause 1.1 of the Agreement,

12.4. to the Agent's e-mail specified in the relevant section of the Agreement;

12.5. to the e-mail of a Trading Partner specified in a Personal account;

12.6. to the e-mail of a Trading Partner or the Agent not specified in sub-clauses 12.4 and 12.5 of the Agreement in compliance with the terms of sub-clause 12.9 of the Agreement;

12.7. by Fax in case the Party is technically unable to transmit the document via a Personal account or via e-mail.

12.8. The Parties agree that documents sent via e-mail, in a Personal account, by fax, their scanned copies have full legal force. The risk of misstatement of information is borne by the Party sent the information in an appropriate manner. At the same time, the Parties recognize the validity of scanned copies of documents, provided that such scanned copies are received through official electronic communication channels.

12.9. The Parties consider e-mail to be official if e-mail addresses of the sending/receiving Party contain the domain name of the corresponding Party or have been sent from the e-mail address specified in a Personal account of a Trading Partner.

 

13. RIGHTS AND OBLIGATIONS OF THE PARTIES

13.1. The Agent must:

13.1.1. ensure the technical serviceability of the Website;

13.1.2. place in a Marketplace of a Trading Partner, in accordance with information received from him, the following data of a Trading Partner and their changes (in case a Trading Partner has not entered the data independently):

· full company name (for a Trading Partner-legal entity),

· Last name, First Name, Patronymic (if any) (for a Trading Partner - individual entrepreneur),

· locations (address),

· operating mode,

· registrationе data.

13.1.3.  send a Trading Partner notification about Orders that the Agent has accepted from Buyers;

13.1.4. account Payments due to a Trading Partner;

13.1.5. ensure delivery of Goods from a Trading Partner to a Buyer in accordance with a Buyer's choice;

13.1.6. in case return of Goods, ensure its delivery from a Buyer to a Trading Partner.

13.2. The Agent has the right to:

13.2.1. without acceptance by a Trading Partner and at its own discretion conclude on behalf of a Trading Partner or on its own behalf Subagency agreements or other agreements related to the execution of the Agreement with third parties;

13.2.2. request for any (complete, exhaustive) information about Goods sold by a Trading Partner in a Marketplace;

13.2.3. in case of any circumstances beyond the control of the Parties that may, in the Agent's opinion, cause losses to the Agent and/or for Buyers, suspend a Trading Partner's access to the Website Service for the duration of such circumstances. At the same time, Agent's obligations to transfer Payments being received as a result of the sale of Goods, to a settlement account of a Trading Partner, remain valid;

13.2.4. if the Agent discovers a possible violation committed by a Trading Partner while selling Goods, or if a Trading Partner violates the terms of the present Agreement, the Agent may:

· refuse to grant a Trading Partner access to the Website Service and delete a Personal account of such Trading Partner if a Trading Partner has fulfilled all its obligations for Orders, as well as refunds of Payments to Buyers;

· temporarily suspend the ability to Order Goods in a Marketplace of a Trading Partner, to place Ads and to restrict access to other Website Services if a Trading Partner has not fulfilled all its obligations for Orders, as well as for refunds of Payments to Buyers;

· add a Trading Partner to the "black list» and refuse to cooperate with a Trading Partner and re-register on the Website;

13.2.5. unilaterally delete a Personal account of a Trading Partner without acceptance and notification of the last, if a Personal account has not been used by a Trading Partner for more than 6 (six) calendar months in a row;

13.2.6. provide a Trading Partner with additional Services, volume, terms and other conditions of their provision will be agreed between a Trading Partner and the Agent additionally;

13.2.7. deviate from instructions of a Trading Partner if necessary, in the interests of a Trading Partner, and if the Agent could not in advance request for a Trading Partner's consent or did not receive a response to such a request within 3 (three) business days after sending the corresponding request in a Personal account of a Trading Partner;

13.2.8. perform the necessary preventive or other work on the Website at any time at its sole discretion, lasting no more than 24 (twenty-four) hours, either with or without prior notice to a Trading Partner;

13.2.9. not allow a Trading Partner to place Ads on the Website without explaining the reasons;

13.2.10. delete information from the Website in case a Trading Partner violates the terms of its placement established in the present Agreement; in case of repeated violation of the terms of the Agreement, the Agent has the right to block Goods sale of a Trading Partner on the Website for an indefinite period.

13.3. A Trading Partner must:

13.3.1. register on the Website in accordance with the procedure and conditions set out in the Annex No. 1 to the Agreement;

13.3.2. place Ads and comments to them in accordance with the rules and requirements set out in the Annex No. 2 to the Agreement;

13.3.3. specify up-to-date and reliable information in a Marketplace;

13.3.4. not to post information on the Website that may violate the intellectual property rights of third parties;

13.3.5. ensure timely updating of information in a Marketplace and inform the Agent about these changes and/or additions no later than 1 (one) calendar day;

13.3.6. provide the Agent with Goods price planned for sale on a Marketplace, at a cost not higher than the price set in the online store/retail store owned by a Trading Partner, or in any other place where Goods of a Trading Partner are sold;

13.3.7. not post information on the Website that indicates an invitation to make purchases outside the Website;

13.3.8. timely provide the Agent with necessary information within the time limits specified in the Agreement or specified in the Agent's request;

13.3.9. provide Buyers with quality Goods;

13.3.10. inform a Buyer about the terms and conditions for returning of Goods, about providing guarantees for Goods;

13.3.11. close Orders placed on the Website by Buyers within the terms established by the Agreement;

13.3.12. provide the Agent with information about actually sold Goods within time limits established by the Agreement;

13.3.13. independently and properly execute its obligations to a Buyer under a Purchase and Sales Agreement as well as independently regulate any claims of a Buyer arising from such obligations.

13.4. A Trading Partner has the right to:

13.4.1. change and update information about Goods in a Personal account and add related Advertising materials (video, audio, photo);

13.4.2. contact the Agent regarding use of the Service, as well as send the Agent for consideration complaints on Users, other Trading Partners in accordance with procedure established in clause 12 of the Agreement.

 

14. USE OF THE WEBSITE SERVICE, MARKETPLACE AND INTELLECTUAL PROPERTY

14.1. The exclusive right to the Website, including the Website as a computer program, its name, design elements, articles, graphic images and other works posted on the Website, belongs to the Agent.

14.2. The Website (its content and Service) is protected by:

14.2.1.  copyright;

14.2.2.  the law of the Russian Federation on trademarks and other rights related to intellectual property;

14.2.3. the law of the Russian Federation on unfair competition.

14.3. The content of the Website may not be copied, published, reproduced, transmitted or distributed in any way, or posted in the global Internet without the prior written consent of the Agent.

14.4. Any use of the materials posted on the Website, including reproduction and distribution of them by any means, including in Internet, public display, communication to the public, copy (in whole or in part), modify and so on are prohibited except of cases where the Agent or a copyright holder gives prior written consent to such actions.

14.5. To obtain consent to any use of works posted on the Website, the Agent must be contacted via the feedback form in a Personal Account.

14.6. The Website is integrated with various services including analytics, on-line payments, message mailing, notification services. These services only provide access to the Website and its Services. All issues related to the use of the Website and its Service are regulated by the present Agreement and are resolved between the Agent and a Trading Partner independently.

14.7. A Trading Partner understands and agrees that all actions performed within the Service of the Website, a Personal account, including non-cash payments, are considered performed by a Trading Partner.

 

15. CONFIDENTIALITY AND PERSONAL DATA

15.1. By accepting the terms of the present Agreement, a Trading Partner gives its consent to process by the Agent the data provided during Registration on the Website, including performing the following actions:

15.1.1.  collection, systematization, accumulation, storage, clarification (updating, modification), use, distribution (including transfer), depersonalization, blocking and destruction of any information related to a Trading Partner's personal data.

15.2. The actions specified in sub-clause 15.1 of the Agreement are performed for the purpose of:

15.2.1. conclusion of the Agreement with the Agent;

15.2.2. compliance with legal requirements of the Russian Federation on countering the legalization (laundering) of proceeds received from crime and the financing of terrorism.

15.2.3. While a Trading Partner’s data processing the Agent undertakes to comply with the provisions of the Russian Federation legislation on personal data and regulatory acts issued for the development of this legislation and execution.

15.3. Information received by the Parties in the process of execution of the present Agreement is confidential, not subject to disclosure and may not be transferred by any of the Party to third parties without the prior written consent of the other Party. This condition does not apply to cases of disclosure of confidential information in connection with the Parties' execution of obligations under the Agreement and posting of relevant information on the Website in the volume stipulated by the Agreement.

15.4. Confidential information and information related to trade secrets within the framework of the present Agreement or other agreements concluded between the Parties in connection with execution of obligations under the present Agreement, is understood as:

· information and data of business, economic, financial, operational or other nature that are provided by the disclosing Party to the receiving Party or have become known to the receiving Party under the Agreement;

· the content of the present Agreement, as well as all documents transferred by the Parties to each other in connection with the present Agreement;

· information in respect of which a transmitting Agent or a Trading Partner has assumed obligations to third parties - holders of information to maintain its confidentiality;

· the subject matter, content, price and other essential conditions of any Purchase and Sales Agreement concluded with a Buyer;

· any other information received by a Trading Partner or the Agent in the course of the performance of the present Agreement, including information received by employees of the relevant Trading Partner or the Agent, except of cases while transferring such information by the Agent or a Trading Partner it was agreed that the information is not confidential.

 

16. RESPONSIBILITY OF PARTIES

16.1. The Agent is not responsible for the obligations of a Trading Partner to Buyers.

16.2. The Agent is not responsible in case the Agent, a Trading Partner or a Buyer are unable to conclude any agreements due to malfunction of software and hardware used by the Agent and/or a Trading Partner and/or a Buyer, as well as communication channels provided by third parties.

16.3. In case of violation by a Trading Partner of sub-clause 13.3.4 of the Agreement, the Agent is not responsible for any infringement of third parties' intellectual property rights. If the Agent is held liable, including in a pre-trial procedure as a result of a violation by a Trading Partner of sub-clause 13.3.4 of the Agreement, a Trading Partner is obliged to compensate the Agent any losses incurred by the Agent in full, within 3 (three) business days from the date of submission of the relevant claim from the Agent.

16.4. The Agent is not responsible for failure of a Trading Partner to receive the necessary information or failure to receive it within the time period stipulated by the present Agreement due to technical problems of access to a Trading Partner's Internet network, as well as due to malfunctions in the operation of the Website and/or network, or due to preventive work on the Website.

16.5. A Trading Partner is obliged to reimburse the Agent all losses incurred in the event of any claims, demands made by Buyers and/or other persons against the Agent related to fulfillment by a Trading Partner its obligations under concluded Purchase and Sale Agreements, or in connection with other circumstances for which a Trading Partner is responsible. Additionally, a Trading Partner undertakes, at its own expense, to negotiate on the Agent's side with persons who have filed claims and/or claims against the Agent in order to minimize the Agent's liability or release the Agent from liability in full, as well as to act on the Agent's side in court. A Trading Partner shall compensate the Agent the above-mentioned losses in full within 10 (ten) business days from the date of receipt by a Trading Partner of the corresponding written request from the Agent.

16.6. If the Agent is held liable for reasons that are the result of a guilty or innocent act or omission of a Trading Partner, a Trading Partner is obliged to:

16.6.1. at its own expense negotiate on the Agent's side with those who hold the Agent liable, in order to minimize the Agent's liability;

16.6.2.  act on the Agent's side in court for the purpose specified in sub-clause 16.6.1 of the Agreement,

16.6.3. reimburse the Agent in full all losses incurred due to the reason specified in paragraph 1 of sub-clause 16.6 of the Agreement (the amount of the fine imposed on the Agent, Agent's costs / expenses related to contesting / imposing / collecting such a fine)

16.7. Compensation of Agent's losses specified in sub-clause 16.6 of the Agreement is carried out by a Trading Partner in full within 10 (ten) business days from the date of receipt by a Trading Partner of the corresponding written request from the Agent.

16.8. The Agent is not responsible for failure in fulfillment of conditions of the present Agreement, if the failure occurred for one of the following reasons:

16.8.1. failure to submit and/or late submission by a Trading Partner of the information provided by this Agreement;

16.8.2. providing by a Trading Partner of false and / or incomplete information which is provided by the present Agreement,

16.8.3.  failure to fulfill the conditions provided in the present Agreement by a Trading Partner.

16.9. In case of delay in payment of the Agent’s fee, a Trading Partner pays the Agent a penalty fee of 0.1 % (zero-point one percent) of the unpaid amount for each day of delay.

16.10. A Trading Partner agrees that the Agent is not liable to a Trading Partner for the losses of the latter related or not related (directly or indirectly) to the execution of the Agreement, as well as for the risk of their occurrence.

16.11. In case of Buyer's refusal from a Purchase and Sales Agreement of Goods regarding a Trading Partner violates its obligations, Goods are returned to a Trading Partner. At the same time, a Trading Partner is obliged to reimburse the Agent the costs incurred (including Goods delivery costs and refund of Payment to a Buyer), as well as lost profit in the amount of the Agent’s fee payable to the Agent.

16.12. In case a Buyer decides to return Goods for reasons not related to violations of Trading Partner's obligations, a Trading Partner is obliged to compensate the Agent the lost profit in the amount of Agent’s fee in accordance with the terms of the present Agreement.

 

17. DISPUTE RESOLUTION

17.1. In case of disputes related to use of the Service and execution of obligations under the present Agreement, a Trading Partner and the Agent shall take all measures to resolve them through negotiations.

17.2. The Agent accepts Trading Partner's claims for consideration in writing to e-mail mail@werart.ru.

The Agent's claim to a Trading Partner is sent to a Trading Partner's e-mail or via a Personal account.

Exchange of the documents specified in this sub-clause is carried out in compliance with the terms of sub-clause 12 of the Agreement.

17.3. The claim must contain the following information:

17.3.1. data and time of occurrence of the circumstances that the claim relates to;

17.3.2. conditions for the occurrence of such circumstances;

17.3.3. content of the requirements;

17.3.4. details of the Party to send a reasoned response to the claim;

17.3.5. mobile phone number and e-mail;

17.3.6. other information necessary for the receiving Party to consider the claim on its merits.

17.4. The response period to claim is 15 (fifteen) business days from the date of its receipt by the relevant Party.

17.5.  In case of non-settlement of disagreements by the methods provided for in sub-clauses 17.1 and 17.2 of the present Agreement, all disputes that may arise between the Parties in connection with conclusion, performance, modification, termination, unilateral refusal to perform, termination on other grounds and/or invalidation of the present Agreement are subject to review by the International commercial arbitration court at the chamber of Commerce and industry of the Russian Federation in accordance with its rules. The applicable law will be the substantive law of the Russian Federation. The trial language is Russian.

 

18. FORCE MAJEURE CIRCUMSTANCES

18.1. Any of the Parties is released from liability for full or partial non-performance of its obligations under the Agreement, if this non-execution was caused by force majeure circumstances that arose after conclusion of the Agreement.

18.2. Force majeure circumstances are understood as extraordinary events or circumstances that such a Party could not have foreseen or prevented by the means available to it. In particular, such extraordinary events or circumstances include: floods, fires, earthquakes and other natural disasters, pandemic, strikes, wars, acts of war, prohibitive actions of state authorities or foreign public authorities, declaration of an embargo or sanctions, other actions or inactivity by authorities and/or management that directly impacted or will affect the possibility of execution obligations under the present Agreement by the Parties, and any other circumstances beyond the reasonable control of each Party.

18.3. The Party for which it is impossible to fulfill its obligations under the Agreement is obliged to notify the other Party in writing within 24 (twenty) hours of the occurrence and termination of the above circumstances, followed by providing a confirming document in accordance with sub-clause 18.4 of the Agreement. Late notification of force majeure circumstances will deprive the relevant Party of the right to refer to them in the future.

18.4. Confirmation of occurrence and duration of force majeure circumstances is a document issued by the Chamber of Commerce and Industry or other competent state and municipal authorities at the location of the Party who declared such circumstances to have occurred.

18.5. The term of performance of obligations under the Agreement is postponed in proportion to the time during which the force majeure circumstances and/or their consequences were in effect.

18.6. If circumstances specified in sub-clause 18.2 of the Agreement and/or its postponement are to last for more than 3 (three) months, then each of the Party has the right to notify the other Party in writing of its unilateral withdrawal from the Agreement. In such a case, the present Agreement is considered to be terminated upon the expiration of 30 (thirty) calendar days after receipt by the addressee Party of the above-mentioned notification. In this case, neither Party will have the right to claim any possible damages from the other Party.

 

19. VALIDITY PERIOD AND CONDITIONS OF TERMINATION OF THE AGREEMENT

19.1. The present Agreement comes into force from the moment of acceptance of this Public Offer by a Trading Partner and is valid until fulfillment of all obligations.

19.2. The Agent has the right to terminate the present Agreement unilaterally at any time without receipt of any consent from a Trading Partner by notifying a Trading Partner about it via Personal account or in any other written way at least 20 (twenty) business days before the date of termination of the Agreement. In this case, the Agreement is considered to be terminated from the date specified in such notification. Termination of the Agreement does not automatically entail repayment of debts of the Parties in front of each other arose prior to the date of termination of the present Agreement.

Within the period specified in this sub-clause the Parties must make mutual payments, sign Invoices, Acts and other necessary documents.

19.3. A Trading Partner has the right to unilaterally suspend the performance of the Agreement in full with notification of the Agent by sending a message to e-mail mail@werart.ru not later than 20 (twenty) business days prior to the date of suspension of performance of the Agreement, in case:

19.3.1. if there is a dispute between the Agent and a Trading Partner regarding agreement and/or payment of the amount of the Agent's fee;

19.3.2. disputes concerning the performance of the present Agreement.

 

20. FINAL PROVISIONS

20.1. The Agent has the right to make any changes and/or additions to the present Agreement and all its annexes (in whole or in part) at any time unilaterally without prior agreement with a Trading Partner. Such changes and/or additions come into force for the Agent and a Trading Partner upon the expiration of 7 (seven) calendar days after posting these changes and/or additions on the Website, unless otherwise specified by the Agent.

20.2. A Trading Partner undertakes independently to monitor changes and additions to the present Agreement and annexes to the Agreement by reviewing their current version on a daily basis. A Trading Partner is solely responsible for any consequences that occur due to the fact that he has not read the current version of the Agreement and its appendixes on a specific date and does not assign such responsibility to the Agent (releases the Agent from such liability).

20.3. The Parties hereby confirm that the presence of the signature of the authorized person of a Trading Partner (whose data was provided during registration on the Website) on any document drawn up in connection with performance of the present Agreement will be sufficient for acceptance of such document by the Agent.

20.4.  In case if according to legislation of a Trading Partner’s country of registration a seal (or stamp) is obligatory required for the purposes of registration of legal and commercial documents, additionally to the signature of the authorized person specified in sub-clause 20.3 of the Agreement, a seal (stamp) is required.

 

21. ANNEXES TO THE AGREEMENT

21.1. Annex No.1 - Terms and conditions for registering on the Website.

21.2. Annex No.2 – Terms of placement of Ads.

21.3. Annex No.3 - Agent's Report.

21.4. Annex No.4 - Act of acceptance and transfer of Services rendered.

21.5. Annex No.5 -Special conditions for sale of certain categories of Goods.