Revision of June 27, 2022
- 1. SUBJECT OF THE CONTRACT, ITS CONCLUSION AND TERMINATION
- 2. SALE OF GOODS
- 3. COST OF SERVICES, REPORTING DOCUMENTS AND PAYMENT
- 4. LIABILITY
- SECTION “DEFINITIONS”
- SECTION “PERSONAL ACCOUNT”
- SECTION “ITEM PAGE”
- SECTION “REQUIREMENTS FOR GOODS”
- SECTION “QUALITY INDICATORS OF SERVICE”
- SECTION “REPRESENTATIONS AND WARRANTIES”
- SECTION “PRIVACY AND PERSONAL DATA”
- SECTION “REQUIREMENTS FOR ORDER PROCESSING”
- SECTION “ADVERTISING SERVICES”
- ANNEX 1 “TERMS OF SALE BY RESIDENTS OF THE EURASIAN ECONOMIC UNION”
- ANNEX 2 “PROCEDURE FOR THE PROVISION OF SERVICES BY OZON LOGISTICS PARTNERS”
This revision is effective as of June 27, 2022. We publish changes to the contract in advance: if the rules on this page are not already in effect, see the previous version.
1. SUBJECT OF THE CONTRACT, ITS CONCLUSION AND TERMINATION #
1.1. Subject of the Contract #
Ozon undertakes to provide, and the Customer undertakes to accept and pay for the following services:
(a) providing the Customer with access to posting items on the Website for the Clients to be able to order items;
(b) technical support and support of the Customer’s activities in the PA on the Website;
(c) organization of the process of payment for goods from Clients and transfer of money received for orders to the Customer net of Ozon’s remuneration;
(d) information support of the Clients (the Help Desk services);
(e) development, maintenance, and administration of the Customer’s PA;
(f) the dispute resolution function via the Platform;
(g) advertising services;
(h) other services hereunder.
1.2. Third parties #
Ozon has the right to involve third parties in the performance of its obligations under the Contract and is liable to the Customer for their improper performance of their obligations.
1.3. Assignment #
The Customer may not assign and/or otherwise transfer its rights and/or obligations hereunder to third parties without Ozon’s prior consent. Ozon may assign and/or otherwise transfer its rights hereunder to any third parties without the Customer’s consent.
1.4. Entire agreement #
The Contract contains full and complete conditions regarding its subject matter and supersedes all previous oral or written agreements between the Parties. Ozon does not give or accept any other assurances, guarantees or obligations, but with the exception of those expressly stipulated in the Contract.
1.5. Independence of the provisions of the Contract #
The invalidity of individual provisions of the Contract does not affect the validity of the remaining provisions of the Contract and the Contract as a whole.
1.6. Parts of the Contract #
Appendices and Sections or Appendices and Regulations are integral part of the Contract.
1.7. Conclusion and validity of the Contract #
The Contract is concluded by sending Ozon the text of the Agreement (offer) with notification of Activation and pressing the “Accept Offer” button by the Customer in the PA (acceptance), as well as by any subsequent actions of the Customer in the PA to fulfill the terms of the Agreement within 365 days from the date of Activation (term for acceptance). The performance by a potential Customer of any actions in the PA before Activation is not considered an acceptance. Transactions made by the Parties through actions in the PA are recognized as made in a simple written form. The contract is deemed concluded on the date of acceptance. The Contract is concluded for an indefinite period and extends to the relations between its Parties arising from the date of registration of the Customer on the Platform.
1.8. Refusal of Activation #
Ozon may refuse Activation if the potential Customer has not been verified by the Ozon security service, including if the potential Customer violates the terms of agreements previously concluded with Ozon, as well as in other cases. If Ozon has not notified about the Activation, then the Contract is considered not concluded, and the potential Customer does not become a party to the Contract and may not demand recognition of the Contract as concluded by Ozon.
1.9. Contract Performance Suspension by Ozon #
Ozon may unilaterally suspend the Services fully or partially by advising the Customer thereof in case:
(a) the Customer’s service quality indicators downgrades to critical values determined by Ozon;
(b) the Customer has any amounts in arrears under the Contract;
(c) any specific item has defects not agreed upon between the Parties or the condition of an item does not comply with the provisions of the Item Page or this Contract;
(d) the Customer does not comply with the contractual terms or Ozon’s instructions regarding the Platform operation and violates third parties' rights;
(e) on technical or other grounds. During the suspension period, no fee shall be charged for the services directly affected by such suspension.
1.10. Contract Amendment #
Ozon may unilaterally amend the contractual terms (including the remuneration) by advising the Customer at least 7 (seven) calendar days prior to such amendments becoming effective. The Customer should regularly monitor the PA for amendments to the Contract.
In case of disagreement with the proposed amendments to the Contract, the Customer should send Ozon a request to deactivate its PA within 7 (seven) calendar days as of the date of the amendments notice. Otherwise, such amendments shall be deemed approved by both Parties as of the date of their entry into force, shall be applied to their relations, and shall become an integral part of the Contract, and the Customer shall waive the right to make claims or dispute the amendments in a judicial or extrajudicial procedure.
Ozon reserves the right to amend the Contract by notifying the Customer at least 1 (one) calendar day prior to the entry into force of such amendments in cases of:
(a) changing the List of Prohibited Items for the purposes of complying with legal requirements, as well as protecting the life and health of Clients;
(b) adding new services to the PA functionality and / or updating the technical capabilities of the Platform, which do not impose additional obligations on the Customer and do not entail a change in the cost of services upward (except for additional services that the Customer chooses in the PA);
(с) complying with changes in the legislation.
1.11. Contract termination #
Either Party may extra-judicially terminate the Contract by submitting the notification.. The termination date shall be the last calendar day of the reporting period following the reporting period in which the Party submitted the notification. The Contract shall be terminated as follows:
(a) on the termination date Ozon shall cease the provision of the Services (including rendering technical and information services to the Customer), except for the services related to Client’s returns, and make the Customer’s goods unavailable for sale;
(b) not later than on the termination date (or as soon as possible in case of Ozon’s unilateral refusal), the Parties shall conduct the final reconciliation of mutual settlements.
Ozon may unilaterally extra-judicially rescind the Contract by giving a notification with the date of sending such a notification being the termination date:
(a) if any of the Representations is found to be unauthentic, invalid, incorrect or misleading;
(b) if the Customer has committed any material violation of the obligations under the Contract, including but not limited to: provision of false information about the items, failure to provide information at Ozon’s request or preventing Ozon from making checks of items and Item Page for their compliance with the requirements of the Platform or legislation, violation of the exclusive rights of third parties, transfer of defective items, items not as described in the Item Page, or counterfeit for sale, transfer of goods other than those ordered by the Client, sale without actually sending items to the Client, violation of payment obligations, violation of the terms of the Confidentiality and Personal Data Section; or
(c) in other cases provided for by law or by the Contract.
2. SALE OF GOODS #
2.1. Concluding deals between the Customer and the Client #
The Customer and the Client shall close an item sale deal based on the Terms of Sale of Items Delivered from Abroad. The Customer shall discharge his/her obligations under the deal with the Client while complying with the terms of the Requirements for Order Processing Section.
2.2. Item price #
The Customer shall set forth the item price which includes the item delivery cost independently and shall indicate it on the Item Page in the PA.
2.3. Pricing procedure #
The Customer should set the item price in Russian rubles.
2.4. Average market price #
The Customer should set price taking into account the average market values without significant overpricing.
2.5. Item or cart discount #
Ozon shall reserve the right to provide a discount on any item (indicating the discount rate on the Item Page) at its expense as well as apply any discounts to the total shopping cart of the Client at its expense. In this case, the cost of services of Ozon is determined based on the actual selling price of the goods. The Ozon discount does not reduce the amount of money owed to the Customer when selling such goods.
2.6. Communication rules #
Unless the Contract expressly provides otherwise, any official correspondence and communication between the Parties and all messages and/or notifications under the Contract, including, but not limited to, the Notifications:
(a) shall be made in the form of electronic messages in Russian or English;
(b) shall be sent via the PA and/or to the Customer’s e-mail address (to the Customer using the e-mail address specified during registration on the Platform); and
(c) shall be deemed received on the day of sending (if sent from 12:00 a.m. to 08:00 p.m. Moscow time) or on the following day after sending (if sent from 08:00 p.m. to 00:00 a.m. Moscow time).
The Customer shall regularly check its PA and e-mail for new communications. Ozon shall not be liable for any negative consequences stemming from the Customer’s untimely familiarization with the notifications.
2.7. Change of addresses and details #
The Parties should advise each other of changes in their legal addresses, addresses for return of goods by the Clients, details, telephone numbers and email addresses within 1 (one) business day as of the date of changes.
2.8. Help Desk #
Ozon shall provide round-the-clock consulting to the Customer via the PA on any issues related to sale of the items on the Platform. Any verbal request to the Help desk shall be deemed received at the time of its registration by the Help desk.
2.9. Chats with the Clients and responses to Support Service requests #
If the Customer directly communicates with the Client on matters related to goods via a chat, the Customer shall guarantee that all decisions made and actions performed thereby via a chat comply with the requirements of this Contract, Communication Rules with Ozon Clients, and the requirements of the effective consumer protection laws. If the Support Service directs requests to the Customer from the Clients the Customer shall respond within the time frame specified in the request.
2.10. Notifications #
The Customer confirms his consent to receive from Ozon any Notifications by e-mail and by the phone number indicated in the PA, including, but not limited to, information and advertising notifications about the services and products of Ozon.
2.11. Other Terms and Conditions of Sale #
The Customer shall instruct Ozon to determine all other terms and conditions for the sale of goods through the Platform, except for the item price. The terms and conditions of return are determined by Ozon in accordance with the legislation of the Russian Federation and Terms of sale of items delivered from abroad and may improve Customers’ position in comparison with the law or the Contract. The Customer agrees to these terms in full.
3. COST OF SERVICES, REPORTING DOCUMENTS AND PAYMENT #
3.1. COST OF SERVICES #
Ozon’s remuneration shall comprise:
(a) interest of the goods selling price, established by the Customer in the PA (Fee);
(b) remuneration for the rendering of the services specified in the Contract.
The amount of the Fee and the cost of the services hereunder shall be established in the Ozon Fees and Tariffs Section.
3.2. REPORTING DOCUMENTS #
3.2.1. Sending Reporting documents to the Customer #
Within 5 (five) calendar days as of the end of each reporting period (calendar month), Ozon shall send the Customer the Report of the Customer’s Sales Resulting from Rendering the Services (the Report) and other documents to the PA, as required. Ozon prepares an interim report at the request of the Customer about his sales as a result of the provision of services (the Interim report) as of the 15th (fifteenth) calendar day of the reporting month. Interim report shall be for information only and shall be used solely for settlements hereunder. The Report contains information on the name and quantity of items sold and returned, as well as on the amount of Ozon’s remuneration.
3.2.2. Execution of Report #
In case of disagreements the Customer should send Ozon a reasoned refusal to confirm the Report with a detailed description of the differences within 3 (three) business days as of the Report receipt.
3.2.3. Acceptance of services in absence of feedback from Customer #
In case of non-receipt of a reasoned refusal concerning the Report, the services shall be deemed duly rendered by Ozon and accepted by the Customer in full and shall be paid for in accordance with the Contract of the relevant Report. Documents signed by Ozon unilaterally shall be deemed:
(a) duly signed by the Parties, and the provisions specified therein shall be deemed duly approved and accepted by the Customer within the scope specified therein (the last day of the period provided for the Customer’s feedback shall be the document approval date); and
(b) a due confirmation of the Customer’s approval of all amounts and other terms specified in them and the due basis for payment, and the Customer shall waive the right to lay a claims or to challenge the documents so agreed in court or out of court.
3.2.4. Act of reconciliation #
At the end of each calendar quarter, no later than the 15th day of the month following this quarter, Ozon may place an Act of reconciliation for the calendar quarter in the PA.
The Customer, within 15 (fifteen) business days after Ozon sent the Act of reconciliation, is obliged to:
(a) press the “Accept” button in the PA – in the absence of disagreements; or
(b) press the “Reject” button in the PA and send Ozon revised version of the Act of reconciliation, which indicates the documents on which disagreements arose, otherwise the Customer’s objections will be considered unreasonable.
Ozon considers any objections within 5 (five) business days and sends the Act of reconciliation to the Customer with amendments agreed by Ozon. The Customer shall agree on a new Act of reconciliation in the PA or indicate his objections within 3 (three) business days after sending the Act. In any case, the Parties shall agree on the Act of reconciliation before the end of the next calendar quarter.
If the Customer does not report any objections within the prescribed period or does not indicate the documents to which the Customer has such objections, the Act of reconciliation placed by Ozon in the PA is considered:
(a) duly agreed by the Parties (in this case, the date of reconciliation is the last day of the above term for feedback from the Customer), and
(b) duly accepted by the Customer with respect to all amounts and other calculations and provisions specified in the Act of reconciliation.
In case of termination of the Contract, the term for approval of the Act of reconciliation by the Customer shall be 3 business days.
3.2.5. Legal force of documents #
The Parties acknowledge the legal force of documents received during communication via electronic or other communication, including using the information and telecommunications network “Internet”, as well as other documents.
The Parties acknowledge that the submission of the Accounting Documents to the PA is the required and adequate confirmation of:
(a) Ozon’s proper performance of its obligation to submit the Accounting Documents;
(b) the acceptance of the services provided by Ozon in full if the Customer has not submitted any objections following the procedure established herein.
The Parties acknowledge that the data of Ozon’s accounting systems, displayed in the PA, are the primary and reliable source of information regarding the performance by the Parties of their respective contractual obligations.
3.3. PAYMENT #
3.3.1. Features of Money Transfer Services #
Concerning the Parties' obligations of the Contract as to Ozon’s acceptance of money for the Items from the Clients via the Website, Ozon shall act as an agent for and on behalf of the Customer. All money received by Ozon for the items sold on the basis hereof shall be the Customer s' property and shall be held by Ozon which acts as an agent in own name, but on behalf and at the expense of the Customer until the time of settlements with the Customer.
3.3.2. Transfer of Money to the Customer #
Ozon shall transfer the money for the Customer’s items ordered and received by Clients during the reporting month (less the amounts due to Ozon) to the Customer’s bank account twice a month as follows:
(a) Ozon shall transfer money to the Customer on the basis of the Interim Report as of the 15 (fifteenth) calendar day of the reporting month on the 25 (twenty fifth) day of the reporting month at the latest; and
(b) Ozon shall transfer to the Customer the difference between the amount under the Report and the amount paid pursuant to the Contract within 10 (ten) calendar days as of the date of approval of the Report at the latest.
The Customer shall provide Ozon with complete and accurate bank details, as well as to keep such information up-to-date.
3.3.3. Minimum Amount to Be Transferred #
If the amount of the money collected during the reporting period to pay for the Customer’s products does not exceed 1,000 (one thousand) US dollars or an amount equal to 1,000 (one thousand) US dollars in the equivalent of the payment currency chosen by the Customer at the rate of the Central Bank of the Russian Federation on the date of payment, Ozon shall transfer the money collected to the Customer on the nearest payment date upon reaching the amount specified.
3.3.4. Deduction of Money #
Ozon shall deduct the following amounts under the liabilities from the money to be transferred to the Customer:
(a) amounts to be returned to the Clients concerning the orders cancelled or following consideration of their claims, including claims for late delivery (when the Client rejects the order due to delivery delays), as well as concerning the items unclaimed the parcels with which have changed their status to “Delivered” within 40 (forty) calendar days as of the shipment date;
(b) amounts reserved for claims under consideration (when the Client has contacted the Customer via the Platform but no decision has been made in his/her relation in the billing period). If the claim is resolved in favor of the Customer, the money for such claims shall be transferred to it with the next payment;
(c) Ozon’s remuneration as well as rebilled expenses, penalties and losses due to Ozon;
(d) the cost of delivery paid by the Client if the item was returned by the Client and the dispute in respect of the Item was resolved in favor of the Client.
3.3.5. Invoicing #
In case of the negative balance, including in case of termination of the Contract, the Customer is issued an invoice for payment of the Services, which the Customer must pay within 7 (seven) calendar days.
3.3.6. Offsetting #
Ozon may carry out unilateral offsets concerning the Customer’s reciprocal monetary obligations arising within the Contract and other contracts entered into between the Parties with the Offsetting Report sent to the Customer.
3.3.7. Settlement currency #
The Customer may accept money from Ozon in US Dollars (USD), Euro (EUR), Tenge (KZT), Yuan (CNY), Russian rubles (RUB) at the exchange rate of the Central Bank of the Russian Federation on the day of transfer to the Customer. The currency can be determined automatically during registration of the Customer based on the Customer’s Country.
Customers from China can additionally specify Yuan (CNY) as the settlement currency. In this case money from the Clients for the orders placed on the Website shall be accepted by Ozon in rubles and transferred to the Customer in Yuan (CNY) at the exchange rate of the Central Bank of the Russian Federation on the day of transfer to the Customer. Ozon may unilaterally choose the currency for payment if the Customer has specified both currencies.
The Customer, upon receipt of a notification from Ozon to provide bank details in a currency other than the one in force in the Customer’s PA, undertakes to provide such bank details no later than 7 (seven) calendar days from the date of receipt of the notification from Ozon.
The Parties have agreed that Ozon may unilaterally change the currency of settlements when making the next payment (regardless of the currency of the previous payment within the reporting period) by sending a notification to the Customer in the Personal Account. After changing the payment currency, Ozon transfers the funds to the Customer for the first payment in the new currency within 10 (ten) business days from the date of receipt of bank details in the new currency from the Customer, but not earlier than the expiration of the period specified by the Contract for making the next payment.
3.3.8. Payment #
The obligation to pay any amount under the Contract shall be deemed fulfilled when the money is debited from the current account of Ozon.
3.3.9. VAT #
The cost of Ozon services is not subject to VAT, unless otherwise stipulated by this Contract.
220.127.116.11. VAT according to the legislation of the Client #
If, in accordance with the legislation of the Client’s country, Ozon is obliged to pay VAT or other similar tax in relation to goods sold by the Customer through the Platform, the Client shall pay the selling price of the goods set by the Customer and the amount of applicable tax.
The amount of tax that the Client pays when paying for the goods, Ozon credits to its own account and transfers to the budget of the state that established such tax, in the manner and terms provided by law. The tax amount does not increase the sales price for the Customer and is not reflected in the Customer’s Reporting Documents.
3.3.10. Suspension of the transfer of money to the Customer #
If there are cases of violation by the Customer of the terms of the Contract (transfer of goods different from the one ordered by the Customer, transfer of counterfeit goods and in other cases), as well as if Ozon does not have (the Customer fails to provide) the complete and accurate bank details, Ozon has the right to suspend the transfer of money to the Customer until the circumstances of the violation are clarified or complete and accurate bank details are received from the Customer. Ozon notifies the Customer about the occurrence of the circumstances specified in this clause.
3.3.11. Responsibility for the completeness and accuracy of bank details #
The Customer shall be responsible for any negative consequences of not providing and/or providing incomplete or inaccurate bank details.
4. LIABILITY #
4.1. General liability provisions #
In case of non-performance or improper performance by one of the Parties of its obligations under the Contract, the Parties shall be held liable pursuant to the Contract and, in the part not regulated by the Contract, pursuant to the laws of the Russian Federation.
4.2. Limitation of Ozon’s liability #
To the maximum extent permitted by law, the Parties agree that:
(a) any claims against Ozon under the Contract or in connection with it shall be limited to compensation for actual damage and shall under no circumstances include lost profits or other indirect losses;
(b) Ozon shall be exempt from liability for failure to discharge or improper discharge of its obligations if the Customer has not advised Ozon of its claim within 30 (thirty) days as of occurrence of the grounds for such a claim;
(c) the Customer will keep Ozon harmless from any claims of third parties in connection with the Contract and will indemnify Ozon for any property losses, costs and expenses (including the costs of external legal advisers) which may arise in connection with such claims;
(d) under no circumstances, Ozon shall be held liable for the quality of the items transferred by the Customer to the Client;
(e) Ozon shall not be held liable for failure to discharge or improper discharge of its obligations if the Customer has provided Ozon with unauthentic, incomplete, inaccurate or misleading Representations, data, bank details, addresses, including addresses for return of goods by Clients, or other information. Claims by the Clients and inspection bodies related to incomplete/unauthentic/incorrect information and data should be settled at the Customer ’s expense.
4.3. Compensation for Ozon’s damages #
At Ozon’s request, the Customer should compensate Ozon’s documented and justified damage for any of the following violations breaches:
(a) Violation of the requirements of the laws on protection of the rights of consumers of the Russian Federation;
(b) Violation of the Representations of the Representations and Warranties Section;
(с) Violation of non-disclosure restrictions;
(d) Infringement of intellectual property rights of Ozon or third parties;
(e) Provision of incomplete/unauthentic/incorrect information and data;
(f) Violation of the legislation of the Russian Federation on taxes and fees, as well as violation of representations and warranties with respect to taxes and fees, as a result of which the Customer is obliged to reimburse Ozon for the amount of additional accrued and paid in the territory of the Russian Federation on the basis of an act of a state body, including a decision of a tax authority or decisions to initiate a criminal case, taxes, contributions, penalties, fines for relevant tax violations, losses (expenses) incurred by Ozon as part of an appeal against claims from tax authorities caused by the Customer’s violation of the representations and warranties specified in the Contract, within the framework of pre-trial / judicial settlement.
Ozon has the right to withhold any of the amounts of forfeits (fines, penalties) and/or losses from the amounts due to the Customer under the Contract. Such withholding of penalties and/or losses will be carried out for the purpose of offsetting the Customer’s monetary obligation to pay the amounts of penalties and/or losses against Ozon’s monetary obligation to pay in accordance with the Contract.
4.4. Compensation for losses #
The Customer undertakes to reimburse in full all Ozon’ property losses incurred by Ozon in connection with the presentation of pre-court claims, claims and/or claims by any third parties, including state bodies, based on the absence the Customer has the rights necessary to use the trademarks posted by the Customer on the Platform in connection with the offer for sale of items.
4.5. Customer ’s responsibility for item safety #
The Customer shall be held fully liable for the item safety at its delivery. All claims received in connection with damage to the item at the time of shipment shall be resolved in the Client’s favor.
4.6. Payment of compensations #
A compensation for penalties or losses provided for hereby and by the Schedules hereto shall be calculated and paid only on the basis of a written claim posted in the Customer’s PA. The Parties agreed that the amount of compensation is limited to the price of the goods specified in the PA by the Customer after applying the discount established by the Customer on the date of calculation of the amount of compensation, minus the Commission of Ozon. Ozon may request from the Customer documentary confirmation of the price of the goods specified in the Customer’s PA (consignment notes with information on the price at which the Customer purchased the goods, or documents containing information on the costs of manufacturing the goods by the Customer), and the Customer is obliged to provide them within 5 (five) business days. If the documents are not provided within the specified period, the price of the goods can be determined as the minimum price indicated by the Customer in the PA for the last 3 (three) months. In case of discrepancy between prices, the amount of compensation shall be determined according to the documents provided by the Customer.
4.7. Force majeure #
The parties shall not be held liable for failure to discharge or for improper discharge of their obligations under the Contract if it is caused by extraordinary and unavoidable circumstances arising upon acceptance of the order (force majeure) which are confirmed with documents of the competent bodies. If the force majeure persists for more than 6 (six) months, either Party may rescind the Contract without any compensation to the other Party.
4.8. Applicable of law and dispute resolutions #
The Contract shall be governed by and interpreted in accordance with the laws of the Russian Federation. The Parties will make every effort to resolve any disputes and differences arising between them under the Contract or in connection with it through negotiations. The time for consideration of a claim shall be 30 (thirty) calendar days as of the date of receipt. Any dispute not resolved through negotiations shall be settled at the Commercial Court of the city of Moscow.
SECTION “DEFINITIONS” #
Ozon (also Contractor) means Internet Solutions Limited Liability Company (Primary State Registration No. (OGRN) 1027739244741, legal address: Presnenskaya naberezhnaya, 10, premises 1, floor 41, office 6, Moscow, 123112, Russia), which is the owner and operator of the Platform.
CPC means a type of advertising campaign, when choosing which the Customer pays Ozon service in the event of Client’s Click to the link in the Recommendation Block, will be applied when the Customer selects the “Clicks” payment type in the PA.
CPM means a type of advertising campaign, when choosing which the Customer pays Ozon service per number of the Advertising Materials displays in the Recommendation Block, will be applied when the Customer selects the “Impressions” payment type in the PA.
Cut-off is the time set by Ozon or the Customer in the PA for specific orders, before which the Customer is obliged to confirm the readiness of the items included in the order for transfer to delivery.
Activation means the confirmation sent by Ozon to the Customer about the activation of his/her PA.
Banner means a banner containing advertising information or a hyperlink to the Customer’s items only on the Website.
Contract means this contract entered into between Ozon and the Customer on the terms specified below, the text of which is posted in the PA.
Order means an itemor a set of items that the Client ordered from the Customer on the Platform.
Customer (Seller) means a person being non-resident of the Russian Federation, registered on the Platform who has completed the Activation and sells items via the Platform directly. For the purposes hereof, the Customer shall be the Customer of the services rendered using the Platform.
Integrated delivery method means a method of delivery of orders by those Delivery Services that automatically, through the integration of internal systems, transmit information to Ozon about the status of the movement of the order. In some cases, before setting up the Integrated Delivery Method in the Personal Account, the Customer is required to conclude an Agreement with the Delivery Service.
Item Page means the aggregate information about an item on the Platform, including the item images, a text describing its characteristics, price, and terms of sale as well as information about the Customer and the item manufacturer.
Client means a legally capable individual purchasing an item from the Customer on the Platform solely for personal needs not related to business.
Click means the user’s addressing to the link to items contained in the Recommendation Block.
Bulky item shall mean an item, the sum of the length and perimeter of the largest cross-section of which is more than 200 (two hundred) centimeters or the maximum side of which is more than 105 (one hundred and five) centimeters or whose weight is more than 20 (twenty) kilograms.
Personal Account (PA) means the Customer ’s personal page on the Platform containing information about the Customer , items offered by him/her and orders from the Customer.
Non-redemption is a situation when the Client completely or partially refuses the goods in the order upon receipt.
Non-Integrated delivery method means a delivery method by Delivery Services that are not Integrated with Ozon.
Declared value — the value of the goods established by the Customer at the time of the creation of a specific order of the Client and recorded in the PA.
Cancellation means a situation when the Client refuses to receive the order before delivery or does not receive the order.
Shipment — a goods or a set of goods that the Customer has packed and labeled (if applicable).
Platform means the aggregator of information about goods - an information system (computer program) posted on the Site, which provides Customers with the opportunity to place goods for the purpose of sale, as well as receive information about orders. The Platform functions available to the Customer are determined by Ozon.
Display means item’s representation in the Recommendation Block in sight of the Client
Attracted Item means an item from the order executed after the user’s click on the Advertising Material in the Recommendation Block and transferred to the status “Paid”.
Advertising Material means item’s image, Banner or other material provided by the Customer and corresponding to the Item Requirements Section.
Recommendation Block means a place dedicated to placement of Advertising Materials of Customers on the Platform, and on other partner websites of Ozon in the Internet network.
Website means www.ozon.ru and Ozon’ mobile application are owned and managed by Ozon.
Delivery Service means is a person who carries out international delivery of orders to Clients on behalf of the Customer on the basis of a separate contract concluded with him.
Help Desk means integrated services rendered to the Customer by Ozon to consult the Customer on issues related to his/her activities to sell items to the Clients on the Platform as well as to process the Clients' applications to the Customer pursuant to the procedures set forth in the Requirements for order Processing Section.
Rate means amount of Ozon remuneration for the Service on promotion of the Customer’s items.
Customer’s Country means the country in which the Customer has a registered presence and/or is registered with the tax authorities in connection with its commercial activity.
Item means an object of the material world that Ozon has placed for sale on the Platform (in plural also “Goods”).
Track number means a unique alphanumeric or numeric code (barcode - identifier) that is assigned to orders and allows you to track the status of their delivery in the Delivery Service.
Notification means an electronic message sent by Ozon to the Customer ’s PA as well as to his/her Email.
Email means the email address provided by the Customer when registering on the Platform.
Terms of Sale of Items Delivered from Abroad means the terms on which the Client places an order for items as well as pays for them, returns them, and communicates with the Customer concerning them and which are posted on the Platform located at: https://docs.ozon.ru/common/pravila-prodayoi-i-rekvizity/usloviya-prodayoi-tovarov-dlya-fizicheskih-lits-v-ozon-ru.
SECTION “PERSONAL ACCOUNT” #
1. Information About the Customer #
The Customer shall specify in its PA its trade name in accordance with the requirements of the effective laws, including the trade name that does not mislead with regard to the PA’s belonging to a specific party.
2. Password Confidentiality #
When registering in the PA, the Customer sets the login and password that he uses when authorizing in the PA, and Ozon authenticates the Customer using them, certifying his right to access the PA. The Customer undertakes not to disclose to third parties, except when these parties act on behalf of the Customer, and to take all necessary measures to ensure confidentiality of the password of his/her PA.
The Parties shall recognize that the login, password and any information displayed in the Customer ’s PA is Confidential Information.
3. Password reset by Customer #
If the Customer has any doubts about the security of his/her password or the possibility of its unauthorized use by third parties, the Customer should immediately notify the Help Desk via his/her PA or by contacting it and reset promptly his/her password in the PA.
4. Password reset by Ozon #
If Ozon has any suspicions about use of the Customer ’s PA by a third party or by malicious software, Ozon may unilaterally reset the Customer ’s password of his/her PA. The new password shall be provided to the Customer only during his/her personal contact with the Help Desk and his/her identification.
5. Filling orders placed #
Unless it is contrary to the law, the Parties shall ensure filling all orders placed but not completed and shall continue to communicate with each other or with the Clients in respect of such orders upon the Contract cancellation date.
6. PA deletion #
Upon completion of all actions in respect of the orders previously placed, Ozon shall delete the PA and all information about the Customer ’s items from the Platform without the possibility of recovery.
7. PA Deactivation right #
With a prior Notification, Ozon may deactivate the Customer’s PA (suspend the provision of the Services) in case of violation of any term of this Contract.
8. Ozon’s Actions in the PA #
On behalf of the Customer Ozon, represented by its authorized persons, has the right to perform actions in the Customer’s Personal Account necessary to resolve the Customer’s requests to the Support Service.
SECTION “ITEM PAGE” #
1. Item Page creation #
The Customer shall independently create a new Item Page in his PA or adds its own price offer to the existing Item Page. The Customer may not copy the Item Pages of other Customers.
2. Responsibility for item Page information #
The Customer shall be held liable for compliance of the Item Page with the legal requirements in terms of completeness, relevance, and authenticity of the information provided to the Client. The Customer should keep relevance of information about the item, its range, and price which is provided on the Item Page in the real-time mode. If an Item Page contains inaccurate information, the Customer shall assume any and all negative consequences that may arise in this regard, including when calculating the amount of Ozon’s Remuneration based on inaccurate data.
The Customer is prohibited from placing information (including images) on the Item Page:
(a) not directly related to the item and/or its description;
(b) distribution of which is prohibited in accordance with the legislation of the Russian Federation;
(c) for the distribution of which administrative or criminal liability is established in accordance with the legislation of the Russian Federation;
(d) containing (including but not limited to): public calls for terrorist activities or justification of terrorism; extremist materials; propaganda or scenes of pornography, violence and cruelty; foul language; information discrediting certain categories of persons on various grounds, including attitudes towards religion, place of residence, in connection with their political convictions
3. Message about item Page inconsistency #
If any inconsistencies are discovered on any Item Page, the Customer should immediately advise Ozon about that indicating such inconsistencies.
4. Item Page processing #
In respect of any Item Page, Ozon may make checks of it (both at the stage of its creation and after posting it on the Site) and in case of insufficiency or inconsistency of the content of such Item Page with the legislation of the Russian Federation or the terms of the Contract, Ozon may, at its option:
(a) require from the Customer to make amendments (and the Customer is obliged to make them immediately) if the content of the Item Page does not comply with the laws of the Russian Federation or the terms and conditions of the Contract;
(b) independently change the item category or the content of the Item Page, including attribute values; and (or);
(c) correct the translation of information on the Item Page without misrepresenting the content;
(d) block the Item Page on the Platform making the item unavailable for the Client to order.
The Customer instructs Ozon and agrees that Ozon, when checking and making changes to the Item Page, may take into consideration and use information from the official websites of manufacturers/official distributors of goods.
5. Item Page blocking #
Ozon may block the Customer ’s Item Page without prior notice and the Customer ’s consent in the following cases:
(a) the item is overpriced compared to the average market prices for a similar item;
(b) the item is posted in the wrong category;
(c) the item has the wrong item type;
(d) the description is inconsistent with the item name;
(e) the description does not meet Ozon’s requirements;
(f) the image is inconsistent with the item name;
(g) the image is inconsistent with the specifications stated;
(h) the item is displayed “in stock” on the Website but the Customer cancels the item order with the “out of stock” reason.
(i) upon receipt of an appeal from the copyright holder about the violation of his right to a trademark.
(j) upon receipt of information that the item is counterfeit.
6. Item Page use #
Ozon may post the Item Page and/or any information units included in it:
(a) on the Platform together with other customers' price offers for similar goods;
(b) on third-party resources for advertising and marketing purposes; the cost of such placement shall be additionally determined by Ozon in accordance with the terms and conditions of the Contract.
SECTION “REQUIREMENTS FOR GOODS” #
1. GENERAL ITEM REQUIREMENTS #
1.1. Compliance with the requirements of the Platform #
The item should comply with the terms of the Contract, the description on the Item Page in all respects, including, but not limited to, the item size and weight as well as with Ozon’s other requirements made known to the Customer via the PA. If the goods do not comply with the requirements above, Ozon may suspend the performance of its obligations with regard to such goods.
1.2. Item quality #
The item shall be of adequate quality, i.e. they shall be usable for the purposes for which items of the respective type are normally used and the items themselves or their packages shall not be visibly altered, deformed, or broken. Upon Ozon’s request submitted through the PA prior to or after the commencement of item sale, the Customer shall specify in the PA the details of documents confirming the compliance of the items with all mandatory quality requirements (and/ or upload copies of such documents), keep the documents in the PA updated.
1.3. Intellectual Property Rights (IPRs) #
In respect of all the items posted for sale, the Customer has received the exclusive right or licenses or other necessary consents to use of trade and other names, trademarks, service marks, trade designations, names, images and/or other protected IPRs of third parties. In case of the request by the holder/licensee/distributor of the trademark the Items under which the Customer has posted on the Website, Ozon shall request from the Customer documents confirming its right to sell items under such a trademark.
1.4. Submission of documents #
The Customer should provide Ozon with confirmation of the item compliance with the requirements of the legislation and the Contract within 3 (three) calendar days as of the date of sending the request, as well as in case of receiving a request from the copyright holder, confirmation of the legality of placing the goods on the Platform.
1.5. Item packing #
The item shall be supplied in containers and/or packing to ensure its safety (and, if necessary, air tightness) during transportation, sorting, handling at the warehouse process, storage, loading into the vehicles and unloading from them in the standard conditions. The item packing should be intended for the item weight and should keep it. Items with protruding sharp parts and corners should have protective covers on the relevant parts or should have enduring packing not allowing penetration of sharp elements beyond it.
2. LIST OF PROHIBITED ITEMS #
The Customer may not post for sale on the Platform items the sale of which is prohibited or restricted by the laws of the Russian Federation remotely, including (without limitation) the following items:
- alcoholic beverages;
- precious and rare earth metals;
- precious stones;
- weapons, ammunition, explosives and products, cartridges, means of exploding, gunpowder;
- X-ray instrumentation, devices and equipment using radioactive substances and isotopes, radioactive materials;
- erotic and pornographic materials;
- cryptographic equipment;
- poisons, narcotic drugs and psychotropics, their precursors;
- products made from toxic materials;
- infectious substances (biological materials, injection solutions, immunobiological preparations);
- ethyl alcohol;
- special and other technical means intended for covert extraction of information;
- all types of weapons;
- category “Airsoft and pneumatics”: goods with muzzle energy of more than 3 J;
- pesticides and agricultural chemicals;
- products obtained as a result of poaching;
- tobacco products;
- jewelry (except for items permitted for sale in accordance with the legislation of the Russian Federation);
- electronic cigarettes and their accessories (except for cigarettes with built-in heating systems) incl. electronic cigarettes, tubes, liquid-refills for electronic cigarettes, vape liquids, hookahs;
- nicotine-containing products (including products with heated tobacco, solutions, liquids, mixtures or gels) with a liquid nicotine content of at least 0.1 mg / ml, as well as liquids or mixtures without nicotine or with a minimum content of less than 0,1 mg / ml, intended for use in devices for the consumption of nicotine-containing products;
- bongos and their accessories;
- Covid-19 test kit not intended for household use;
- medical drugs, vitamins, supplements (except supplements officially certified for sell in Russia);
- dietary supplements, which include plants and products of their processing, containing psychotropic, narcotic, potent or poisonous substances;
- veterinary drugs;
- veterinary vitamins;
- food that does not comply with transportation rules (i.e. special temperature regime requirements of +17 to +24 degrees Celsius);
- live plants, seeds;
- live animals and insects;
- seat belt adapters;
- road signs;
- frameless child seats;
- stun guns;
- gas cartridges;
- mercury thermometers;
- collars for correcting the behavior of animals with electrical and/or ultrasonic and/or sound effects;
- second-hand goods;
- pyrotechnics higher than III hazard class;
- net fishing gear;
- goods, the appearance (including the images placed on them) or the content of which includes the promotion of narcotic drugs, psychotropic substances and their precursors; the promotion of cruelty to animals; propaganda or public display of Nazi attributes or symbols; promotion of non-traditional sexual relations among minors;
- goods intended for free distribution (marked “Not for sale”).
SECTION “QUALITY INDICATORS OF SERVICE” #
1. Rating assignment #
Ozon may assign service quality indicators of the Customer in front of the Client such as the Customer’s price index relative to market prices, order cancellation rate to the total number of orders, expired deliveries due to the Customer ’s fault, as well as other indicators and their critical level. Ozon has the right to change indicators and their critical level unilaterally, notifying the Customer .
2. Rating change #
If the Customer ’s service quality indicators downgrades, Ozon may set limits on his/her posting of items on the Platform and impose other restrictions on the Platform use. If the Customer ’s service quality indicators downgrades to critical values, Ozon may suspend rendering the Services or terminate the Contract.
3. Blocking and restricting access #
Pages and restrict his access to the Platform in case of a decrease in service quality indicators or violation of the terms of the Contract. In case of decrease in service quality indicators until the blocking and introduction of restrictions, Ozon sends a notification to the Customer about the need to correct the service quality indicators for 14 (fourteen) calendar days. Upon the expiration of the specified period, Ozon sends a repeated notification to the Customer. The Customer is obliged to respond to Ozon within 3 (three) calendar days. If Ozon does not receive a response from the Customer, Ozon blocks the Customer’s Item Pages and restricts access to the Platform. After blocking the Item Pages and restricting access to the Platform, the Customer has the right to correct the service quality indicators and send Ozon a request to remove the blocking and restrictions.
In case of violation of the terms of the Contract, Ozon has the right to block the Item Pages and to restrict access to the Platform without prior notice to the Customer.
SECTION “REPRESENTATIONS AND WARRANTIES” #
The Customer shall represent and guarantee to Ozon as follows:
1. Authenticity of representations #
All Representations shall be authentic, valid, accurate, and not misleading as of the date of conclusion of the Contract. In case of occurrence of any circumstances which can indicate their unauthenticity, invalidity or inaccuracy, the Customer should immediately advise Ozon thereof. The Parties agree that Ozon relies on the representations and warranties provided by the Customer.
2. Compliance with legal requirements #
All documents and information provided prior to the conclusion of the Contract and / or during the preliminary legal and financial due diligence of the Customer according to Ozon’s internal procedures, including due diligence and anti-money laundering procedures (where applicable), were accurate when submitted, valid, accurate and not misleading.
The Customer confirms that he undertakes to comply with the requirements (confirms that he complies with the requirements) of all applicable laws, including laws related to anti-money laundering, anti-corruption and anti-bribery, in compliance with sanctions and anti-illegal trade, prohibition of the use of child or forced labor, the proper use of confidential information (including inside information), and also not to take any action that may lead to a violation of such laws, not to facilitate, encourage or induce anyone to participate in such activities.
The Customer guarantees and confirms the implementation of a sufficient and effective internal control system; measures to detect and prevent the giving of bribes and commercial bribery with the participation and (or) in relation to their employees in the process of carrying out their official duties; legalization of proceeds from crime; violations of applicable sanctions and illegal trade; improper use of confidential information (including insider information).
The Customer represents and warrants that at the time of signing the Contract and in the tax periods during which operations are performed under the Contract, it does not and will not reduce the amount of taxes payable in the Russian Federation as a result of misrepresentation of information about the facts of economic life (the totality of such facts); correctly qualifies its tax liabilities arising on the territory of the Russian Federation, based on the actual circumstances of the execution of the Contract.
The Customer also confirms its agreement with the main provisions of the Ozon anti-corruption and ethical business Policies posted on the Platform and follows them.
These representations and warranties, and other compliance obligations are fully reflected in the Anti-Corruption and Regulatory Compliance Clause (the “Clause”). By accepting the terms of the Contract, the Customer agrees to the terms of the Clause and undertakes to follow them.
3. Information disclosure #
The Customer shall have the organizational, financial, human, and other resources necessary for due performance of the Contract and shall have expressly disclosed all material information about the Group, its financial situation and operation; no other documents or information which could adversely affect Ozon’s opinion in assessing the potential risks associated with execution or performance of the Contract exist, and the Customer is not aware of any facts, issues or other circumstances which have not been disclosed in writing to Ozon the disclosure of which could affect Ozon’s willingness to enter into the Contract with the Customer .
4. Freedom of the Contract #
Prior to the Contract execution, the Customer:
(a) has not experienced inequality of bargaining power, and approval of the other content of the terms of the Contract was not substantially hindered;
(b) had a reasonable opportunity to review the terms of the Contract and to participate in determining its terms and conditions by providing its comments concerning the text of the Contract;
(c) has carefully studied the terms and conditions of the Contract and has independently accepted all the terms and conditions of the Contract in their entirety without amendments on the basis of its reasonably understood interests.
5. Unburdensome nature of the Contract #
Neither the entire Contract nor any of its terms:
(a) shall deprive the Customer of the rights normally granted under contracts of this type;
(b) shall not exclude or limit Ozon’s liability for violation of the obligations under the Contract; and
(c) shall include terms manifestly burdensome to the Customer.
6. No risk of liquidation or insolvency #
None of the following events occurred and does not occur on any date during the term of the Contract:
(a) the Customer decides to liquidate itself;
(b) the net assets of the Customer at any time during the term of the Contract are less than the amount of the minimum authorized capital required by the laws of the Russian Federation;
(c) The Customer submits an application for the application of bankruptcy procedures to him or becomes insolvent (bankrupt) or declares a moratorium on the satisfaction of creditors' claims or becomes unable to pay his /her debts;
(d) The Customer submits an application for the appointment of a trustee in bankruptcy, interim trustee, trustee or bankruptcy trustee or agrees to such appointment.
7. No obstacles to perform the Contract #
Execution or performance of the Contract does not violate and will not result in violation of:
(a) the charter or other corporate or other internal documents of the Customer;
(b) the provisions of any legislative or regulatory acts of the Russian Federation;
(c) any orders or decisions that are applicable to the Customer, issued by courts, commercial courts or arbitration or government agencies; or
(d) any terms or conditions of any other agreements or contracts to which the Customer is a party, or such that are binding on the Customer; and will not result in default under any such agreement or contract.
8. Compliance of item with contractual requirements #
Each item meets all requirements of the laws of the Russian Federation and the Contract (to the extent that it is subject to such requirements); and the Customer undertakes to comply with all of Ozon’s requirements to the list of the items posted, the quality of their images, the description of the items as well as other requirements in terms of the information provided by the Customer to the Platform via its PA. The Customer shall be obliged to assist Ozon in making checks of items and Item Pages for their compliance with the requirements of the laws of the Russian Federation and the Contract, as well as to perform Ozon’s decisions taken as a result of such checks.
9. Advertising #
The Item Page, its images and descriptions, advertising and marketing information (including, but not limited to, placement of advertising materials in the order transferred or in the item packing) have no watermarks, links to the Customer ’s website or other resources on the Internet (except for information about the website of the Customer, the manufacturer and/or the importer on the item itself or on its packing).
10. Rights of third parties #
The Item Pages created by the Customer, information in them as well as other records and information transferred to Ozon in connection with the Contract:
(a) do not violate the legal requirements of the Russian Federation, the legitimate interests and rights of third parties (including, without limitation, the intellectual property rights) and are permissible for posting on the Internet; and
(b) do not violate the personal dignity, honor and good name, business reputation, privacy, personal and family secrets, and other intangible benefits; the Customer has duly received (and at the first request of Ozon is prepared to provide) the consent of all third parties to use of the images (including their photographs, works of the fine arts, audiovisual and other similar works in which they are depicted).
11. Intellectual property rights (IPRs) #
In respect of the Item Pages created, their components and/or other records transferred to Ozon in connection with the Contract, the Customer has duly received:
(a) the exclusive right (or license/right to use and permit other persons to use) to any IPRs contained therein;
(b) all necessary consents to use the IPRs without specifying the name of the author and/or other persons who participated in their creation as well as to publish, modify, abridge, and complement, supply them in use with illustrations, a foreword, afterword, comments or any notes; and
(c) all necessary consents to use of trade and other names, trademarks, service marks, trade designations, images and/or other third parties' IPRs protected.
12. Appeal from the copyright holder #
If Ozon receives a request from the copyright holder regarding the violation of exclusive rights to goods posted by the Customer on the Platform, Ozon requests from the Customer for documents confirming his right to sell such goods, and the Customer is obliged to provide Ozon documents. Until the documents are provided, Ozon has the right to block the Customer’s Item Page, making it unavailable for ordering by the Customer.
After receiving the documents, Ozon decides on the legality of placing the Customer’s goods on the Platform for sale. If the goods is legally placed, Ozon removes the blocking from the Customer’s Item Page.
The copyright holder has the right to familiarize himself with the documents provided by the Customer in relation to the disputed goods, as well as with the list of customers selling goods to which the copyright holder has exclusive rights. At the same time, Ozon is not responsible for the transfer of data to the copyright holder.
13. Claims #
The Customer undertakes to address any claims independently and at its own expense:
(a) in respect of the items offered for sale on the Platform (including, among others, any claims in connection with aftersales service of the items) as well as undertakes to compensate Ozon for all documented and reasonable costs, expenses, and losses associated with consideration of such claims by Ozon;
(b) in connection with violation of the rights or legitimate interests of third parties (including intellectual property rights) or any Representation. When considering disputes, the Customer should intervene at Ozon’s request on its side (without prejudice to Ozon’s other rights) and compensate the latter for documented and reasonable damage caused by the proceedings and their consequences.
If Ozon receives claims from the copyright holder and / or exclusive distributor (hereinafter referred to as the Copyright Holder) about the violation of exclusive rights in connection with the placement of the Item Page by the Customer on the Platform, Ozon has the right to block the Page of the relevant item on the Platform, making it inaccessible for ordering Clients. In case of disagreement with the blocking, the Customer, independently and at his own expense, undertakes to negotiate with the Copyright Holder to settle his claim.
Ozon resumes the provision of services under the Contract in relation to the relevant item in the event of:
(1) if the Copyright Holder has applied to Ozon with a request to unblock the Customer’s Item Page;
(2) if the Customer has provided Ozon with the official written consent of the Copyright Holder to unblock the Item Page or a court decision confirming that the Customer’s placement of the Item Pages does not violate the rights of the Copyright Holder of the exclusive right;
(3) if Ozon determines that the information contained in the Item Page does not violate the rights of the Copyright Holder.
14. Intellectual property #
Either party shall retain all intellectual property rights, trademarks and/or other intellectual property (including logos, designs, drawings) which can be used within the Contract (IP Items). Execution of the Contract may not be interpreted as granting the Customer any licenses and/or rights of use in respect of Ozon’s IP Items. Without Ozon’s prior consent, the Customer may not publicly refer to Ozon’s trade name (as well as its logo or trademarks). Ozon may publicly refer to the Customer ’s trade name (as well as its logo or trademarks) to indicate it as one of the Customer s on the Platform as well as in other circumstances. Either party undertakes not to register the IP Items similar to the IP Items of the other party and not to use the information provided about the IP Items of the other party except in connection with peformance of the Contract.
15. Parties' assistance #
The parties shall provide each other with reasonable assistance in protection of the IP Items (including by advising each other of all known or suspected falsifications, copying, imitation or other violations of the rights to the IP Items). At the same time, in order to avoid doubts, only the right holder shall retain the exclusive right to initiate proceedings in respect of the IP Items owned by it.
SECTION “PRIVACY AND PERSONAL DATA” #
1. Confidential Information #
Confidential information means any information that has become known to the Parties in connection with the Agreement, which has commercial value for any of the Parties due to its unknown to third parties, including but not limited to:
- inside information, trade secrets, personal data,
- know-how, intellectual property,
- information about products, deals, customers, price structure, marketing strategy, commercial opportunities, etc.,
- information on the types and prices of goods / services, the amount of commissions and other payments under the Contract.
Confidential information under the Contract may be transferred by the Parties to each other both with and without a confidentiality stamp. The Parties may indicate the Confidentiality of the transmitted information in letters, acts of acceptance and transfer of documents, in e-mail, orally or in other ways. The Parties undertake:
(1) use Confidential Information only for the purposes of the Contract;
(2) transfer Confidential Information only to those of its employees who need it for the purposes of the Contract, and with whom confidentiality obligations have been signed;
(3) not disclose Confidential Information to third parties without the consent of the transferring Party (except for disclosure to its professional consultants or on the basis of a reasonable request from a government agency);
(4) protect the received Confidential Information from unauthorized access by third parties for 3 (three) years after the termination of the Contract.
2. Personal Information #
The provisions of the “Personal Data Clause” apply to the relations of the Parties.
3. Personal Data of the Clients #
In cases where the Customer receives the Clients’ PD from Ozon and / or transfers PD to third parties to organize the delivery of items to the Clients, the Customer is obliged to comply and oblige such third parties to comply with the rules and principles of processing PD of Clients provided by the Federal Law of July 27, 2006 № 152-ФЗ “On personal data” and other applicable regulations, while remaining responsible for the actions / inactions of such third parties in relation to the Clients' PD, as well as:
(a) to destroy or ensure the destruction by third parties of the PD of Clients when the purpose of their processing has been achieved, or when Ozon informs about the absence of grounds for their processing, as well as, upon Ozon’s request, to provide evidence of destruction or ensuring the destruction of Clients’ PD by third parties within 5 (five) business days from the date of receipt of such a request;
(b) to provide with the information on the activities of third parties on the processing of PD of the Clients necessary for its control at Ozon’s request within 10 (ten) calendar days from the date of receipt of such request;
(c) immediately (within 24 (twenty four) hours from the date of discovery) to notify Ozon about the leakage of Clients’ PD and/or other incident with Clients’ PD, as well as to provide detailed information about the leakage and/or other incident at [email protected].
4. Responsibility for violations in the field of personal data of Clients #
The Customer is responsible for any possible claims that may arise in connection with a violation of the legislation of the Russian Federation on PD, including as a result of the Customer’s use of the Customer’s PD for purposes other than specified in this section, or due to non-compliance with security and confidentiality requirements and undertakes to compensate Ozon for documented losses of the latter caused by such a violation, including reimbursement of the amounts of possible fines, penalties and compensation that may be presented to Ozon for payment in court or out of court, within 5 (five) business days from the date of receipt of the relevant demand from Ozon.
SECTION “REQUIREMENTS FOR ORDER PROCESSING” #
1. RECEPTION AND PROCESSING OF THE CLIENT’S ORDER #
1.1. Business hours of the Customer ’s warehouses #
The Customer in the PA indicates information about one or several of the Customer ’s warehouses: complete address, delivery geography, keeps information about the address and working hours of the warehouse up to date, sets the business hours of the Customer’s warehouse in the form of a schedule for the days of the week, as well as the maximum time for assembling an order. Ozon has the right to set the minimum number of business days and the term for assembling an order in the PA. The selected mode of operation should ensure that orders can be transferred on time.
1.2. Information about the items available for sale #
The Customer is obliged to indicate in the PA the quantity of each of the items that he is ready to sell to Clients from each of the Customer ’s warehouses, and to keep the data on such quantity up-to-date in real time. Such items become available on the Website for ordering.
1.3. Information about orders #
When placing the order for the Customer ’s items on the Site, information about this is displayed in his PA. The order information includes a list of the goods ordered by the Client, their quantity and price.
1.4. Confirmation of the readiness of orders #
The Customer undertakes to indicate the completion of the assembly and packaging of the order by putting down the appropriate status of the order in the PA.
2. DELIVERY SERVICE #
2.1. Choosing the Delivery Service #
The Customer in the PA indicates his own Delivery Service (if such option is available in the PA). Ozon places information about the Customer ’s Delivery Service in the Customer ’s Item Page. Ozon has the right to ask the Customer for documentary confirmation of the conclusion of an agreement with the Delivery Service.
2.2. Delivery parameters #
The Customer in his PA specifies his own delivery parameters (delivery geography, order shipment and delivery time, etc.). With a Non-integrated delivery method, the Customer undertakes to deliver by courier-to-door delivery. With an Integrated delivery method, the required delivery parameters are displayed in the Customer’s PA based on the parameters specified by the Delivery Service.
2.3. Updating information about the Delivery Service #
With the Non-integrated delivery method, the Customer is responsible for the validity of the specified delivery time. If, according to information available to Ozon, the delivery time specified by the Customer differs from the actual delivery times to the Client, Ozon may unilaterally adjust such delivery time settings. With the Integrated delivery method, Ozon, on behalf of the Customer, may update the necessary delivery parameters without obligation to notify the Customer.
2.4. Transfer of personal data to the Delivery Service #
Ozon collects personal data (including order data) of Clients and transfers them to the Delivery Service on behalf of the Customer.
3. TRANSFER OF ORDERS FROM THE CUSTOMER TO THE DELIVERY SERVICE #
3.1. Order transfer procedure #
The procedure for transferring the generated orders is determined by the agreement between the Customer and the Delivery Service. Prior to the transfer of the order to the Delivery Service, the Customer undertakes to check the status of the order to ensure that the order has not been canceled or otherwise changed in status by the Client or Ozon. The Customer bears any negative consequences associated with the transfer of the order after the order has been cancelled. The Customer is responsible for the discrepancy between the transferred goods to the Delivery Service and the Client’s order.
3.2. Terms of transfer of orders #
The Customer undertakes to assemble the order, indicate the appropriate status of the order in the PA, and also transfer the order to the Delivery Service no later than 24 (twenty-four) hours before the date of shipment of the Order. The order (properly packaged) shall be accepted by the Delivery Service before the shipment deadline. Otherwise, Ozon has the right to cancel the order by notifying the Customer no later than 2 calendar days before the actual cancellation of the order.
3.3. Notification of the transfer of the order to the Delivery Service #
The Customer within 24 (twenty-four) hours shall transmit to Ozon the information about the transfer of the order to the Delivery Service, including the correct track number the tracking of which displays the status confirming the acceptance of the order by the Delivery Service.
3.4. Delivery status #
With the Non-Integrated delivery method the Customer within 1 (one) calendar day from the moment the order is actually delivered to the Client indicates the current status in the PA. . If the delivery status is not updated in time, Ozon has the right to cancel the order.
3.5. Track number #
The Customer is obliged to provide Ozon with a valid track number to track the order using systems commonly used to track shipments moved by delivery services. If the provided track number is not tracked, Ozon may send a request to the Customer about the need to correct the track number. With the Integrated delivery method, the Customer is obliged to send a request to the Help desk to correct the track number within 2 (two) calendar days from the date of receipt of the request from Ozon.
With the Non-integrated delivery method, the Customer is obliged to correct the track number on his own in the PA within 2 (two) calendar days from the date of receipt of the request from Ozon.
Ozon has the right to cancel the order with incorrect or untraceable track number.
3.6. Reliability of status #
The Customer shall be fully responsible for the accuracy of the information about the delivery status of the order. If the Customer does not timely enter information on the status of the order delivery, then Ozon has the right to cancel the order, as well as lower the quality indicators of the Customer’s service, while the Customer bears the risk of all negative consequences of order cancellation. If the Order, which Ozon canceled as a result of the Customer’s late provision / failure to provide the status, was actually delivered to the Customer, then Ozon is under no circumstances responsible for the negative consequences resulting from such an action / failure to act by the Customer. In the event the track number is not updated, or is updated incorrectly by the Delivery Service, as well as with the Non-integrated delivery method, Ozon, on behalf of the Customer, has the right to track the track number on its own, including through the tracking systems, and update information on the delivery status. Ozon is under no circumstances responsible for the negative consequences in case of receiving false information about the status of the order from the Customer or the Delivery Service. Ozon is under no circumstances responsible for negative consequences in case of receiving false information about the order status from the Customer or the Delivery Service.
3.7. Breach of the transfer deadlines #
If the Customer does not transfer the order within the specified time frame or untimely sends Ozon information about the transfer of the order to the Delivery Service, the order is deemed not transferred, and Ozon has the right to cancel the Client’s order, as well as lower the Customer ’s service quality indicators.
3.8. Breach of delivery time #
If the Customer does not ensure compliance with the delivery time of the order to the Client, Ozon has the right to cancel the Client’s order. Ozon has the right to send a request to the Customer to clarify the actual delivery time. The Customer is obliged to respond to Ozon within 1 (one) calendar day from the receipt of the request.
4. ORDER CANCELLATION #
4.1. Ozon’s right to cancel the order #
Ozon has the right to cancel orders for the Customer ’s items in the event of improper fulfillment by the Customer of its obligations, including, but not limited to, if the orders are not submitted within the specified time frame and incorrect indication of the delivery address to the Client, shipment of goods with characteristics that do not correspond to the Item Page, shipment of goods prohibited by this Contract for the sale, mass complaints of Clients about the quality of goods, repeated indication of incorrect track numbers. Such cancellation of the order is not recognized as a violation by Ozon of its obligations under the Contract. The Customer is responsible for all negative consequences associated with such actions, including possible claims and/or claims made by the Client in connection with such a cancellation of the order, as well as a decrease in service quality indicators up to the suspension of the provision of services under the Contract.
4.2. Customer ’s right to cancel the order #
The Customer has the right to cancel his orders, but is responsible for all negative consequences associated with such actions, including possible claims and claims made by the Client in connection with such a cancellation of the order. The cancellation of the order by the Customer is also recognized as receiving information from the Delivery Service selected by the Customer about the cancellation of the order.
5. PROCESSING OF CLIENT RETURNS #
5.1. Item return #
Subject to the consumer protection legislation of the Russian Federation the Client may refuse the goods at any time before receiving them as well as return goods in accordance with the Terms of Sale of Items via Ozon Platform, taking into account the specifics established in the Contract.
If the Client makes a request for the return of the items, the Customer shall consider such a request and within three (3) calendar days make one of the following decisions:
(a) agree on the transfer of the items by the Customer for return;
(b) return the money to the Customer without actually transferring the items for a return;
(c) partially compensate the cost of the items to the Customer;
(d) reasonably refuse to approve the return of the items.
5.2. Procedure for considering a claim #
The claim is received by Ozon and forwarded to the Customer for consideration. If the Customer does not make a decision on the claim within 3 (three) calendar days Ozon makes a decision on his own. The Client and the Customer shall have the right to involve Ozon in the proceedings on the request and Ozon’s decision is recognized as binding on the parties (provided that it meets the requirements of the legislation of the Russian Federation, including the consumer rights protection legislation).
5.3. Claims for items worth up to 1,500 rubles #
In the event that the Clients present claims about a low-quality item with a price of less than 1,500 rubles, the Customer instructs Ozon to exercise refund of money without necessarily sending the goods for inspection.
5.4. Claims for goods costing from 1,500 rubles #
For claims about low-quality goods with a price of 1,500 rubles after the return of the goods to the Customer, he makes a decision on compensation, on the basis of which Ozon, if necessary, returns the funds to the Client. The Customer undertakes to provide a complete and correct address for return of goods in Latin or Cyrillic in the PA. Ozon or the Customer informs the Client of the address for returning the goods (Customer ’s address) within 1 (one) calendar day upon the Client’s request, in the absence of a complete and correct address for return of goods the Customer instructs Ozon to return the money to the Customer without obligation to transfer the goods. The Client independently chooses the delivery service to return the goods from those available in the Client’s Personal Account. The delivery of low-quality goods and/or bulky goods is carried out at the expense of the Customer upon presentation by the Client of a receipt for sending the items. At the same time, the Customer instructs Ozon to compensate the Client for the return shipment when the Client provides a receipt for the shipment of such goods by deducting the cost of shipment from the funds to be transferred to the Customer under this Contract.
5.5. Refund based on expert opinion #
If the Client provides an expert opinion confirming the factory nature of the marriage, then the return is possible within a reasonable time, but in any case no more than two years from the date of receipt of the goods. The Customer compensates the Client for the cost of the goods, the costs incurred for the examination, as well as the costs of returning the defective goods upon presentation by the Client of the receipt / receipt of the goods dispatch. If the Customer does not resolve the issue with the Client within 3 (three) calendar days after the Client’s request, Ozon independently decides on the claim.
5.6. Return of goods of proper quality #
Items of good quality can be returned on the terms and conditions set forth in the Conditions of Sale of Goods with Delivery from Abroad. Refunds to the Client are made after confirmation of receipt of the goods by the Customer. All shipping costs are borne by the Client.
5.7. Checking the item of proper quality #
The Customer is obliged to receive and check the items and notify the Support Service about the receipt and the results of the check within no more than 40 (forty) calendar days from the moment the item were sent by the Client. If the Customer has not notified Ozon’s support service within 40 (forty) days, Ozon will return the money for the goods to the Client without agreement with the Customer. The items are considered lost on the 41st (forty-first) calendar day of shipment.
5.8. Partial compensation for the value of the goods #
At the request of the Customer, Ozon provides a service for calculating partial compensation for the cost of the goods to the Client. In his request the Customer after Client’s approval informs Ozon of the amount of partial compensation, and Ozon transfers it to the Client within 1 (one) business day. The cost of the service is equal to the amount of the partial compensation. The Client who has received compensation has the right to return the goods for other reasons. In this case, Ozon will refund the paid amount for partial compensation to the Customer.
5.9. Returning goods costs #
The Customer bears all possible costs, including those related to exchange rate differences in case of money return to the Client.
5.10. Communication between Customer and Client #
The Client can contact the Customer at any time of delivery or after receiving the order, and on any issue. The Customer is obliged to provide a response to the Client within 3 (three) calendar days. If no response is received within this period of time, the dispute is resolved by the employees of Ozon, without the participation of the Customer.
SECTION “ADVERTISING SERVICES” #
1. SUBJECT #
1.1. Service on items promotion #
In addition to the obligations set forth by the Contract, Ozon shall provide the Customer with service on promotion of the Customer’s items that includes:
(a) placement of the Advertising Materials of the Customer in the Recommendation Blocks on the Platform and on other websites in order and within the terms hereunder;
(b) other types of services separately agreed by the Parties.
2. GENERAL PROVISIONS #
2.1. Rights of Ozon #
Ozon shall have a right:
(a) to change format and design of the Recommendation Block without the Customer’s consent;
(b) not to accept for placement the Advertising Materials that do not comply with requirements of the Item Requirements Section;
(c) to determine independently a list of Ozon partner websites for placement of the Recommendation Blocks with the Customer’s items;
(d) to delete data in the Advertising Campaign Section upon expiry of six months after the turning off, without a possibility of further data recovery;
(e) in order to increase quality of provided services, to conduct tests, in the framework of which the Advertising Materials display in the Recommendation Blocks can take place with changes in format, design of the Recommendation Block and the terms of display;
(f) to suspend the provision of the services to the Customer due to technical, technological and other problems delaying the provision of the Services, while eliminating these problems.
2.2. Guarantee of compliance with the law #
The Customer guarantees compliance with the effective laws of the Russian Federation, including compliance with the requirements of the Federal Law No. 38-FZ dated March 13, 2006 “On advertising”.
2.3. Documents request #
At the request of Ozon, within 1 (one) calendar day, the Customer shall provide Ozon with documents confirming compliance with the laws of the Russian Federation, including the Federal Law No. 38-FZ dated March 13, 2006 “On advertising”.
3. PROCEDURE FOR THE PROVISION OF SERVICES #
3.1. List of Advertising materials #
The Customer shall determine independently the list of items for promotion and the Advertising Materials by adding them to the Advertising Campaign Section in the PA. Ozon shall verify Banners for compliance with the Advertising Materials Requirements Section within 2 (two) business days. Ozon shall be entitled to refuse provision of services on promotion in relation to any Advertising Material, including without explaining the reasons.
3.2. Type of advertising campaign #
The Customer shall determine independently the type of advertising campaign from the number of available ones for each of the Advertising Materials.
3.3. Advertising material placement #
The Customer shall determine independently a place for each Advertising Material placement from the number of available ones.
3.4. Rate definition #
The Customer shall determine independently the Rate of Ozon Remuneration for each of the Advertising Materials within the limits agreed upon by the Parties. The more is the Rate amount, the higher is the probability of Display in the Recommendation Block, subject to other factors (relevance of the offer for specific Client, etc.).
3.5. Start of services #
Ozon shall start to provide services in the following events:
(a) in relation to all Advertising Materials added to the Advertising Campaign Section, when the Customer sets a “Turn On” status in the Advertising Campaign Section in the PA, at the same time, if the Customer did not fix the Rate amount, the minimal rate will be applied;
(b) in relation to specific Advertising Material, when the Customer adds it to the Advertising Campaign Section and fixes the Rate amount, provided that the “Turn On” status is set.
3.6. Termination of services #
Ozon shall terminate to provide services in the following events:
(a) in relation to all Advertising Materials added to the Advertising Campaign Section, when the Customer sets a “Turn Off” status in the Advertising Campaign Section in the PA;
(b) in relation to specific Advertising Material, when the Customer deletes it from the Advertising Campaign Section, provided that the “Turn On” status is set.
(c) in relation to all items and Banners, in the event if the total cost of Ozon services for the reporting period exceeds the limit set by the Customer in the PA, or if the Customer has a debt on any services provided under the Contract.
3.7. Statistics #
Ozon shall provide the Customer in the PA with statistics containing data on Displays and on amount of attracted items. The Parties shall recognize Ozon statistics as the sole reliable source of determination of the amount of services provided and the amount of Ozon remuneration.
3.8. Suspension of services #
Ozon shall have a right to suspend provision of services on promotion in relation to the Advertising Material in the event that a fact of presence of unauthentic information in it is revealed, or in the event of other violation of requirements to items and Advertising Materials set forth by the Contract.
3.9. Additional services #
By agreement of the Parties, Ozon may provide the Customer with services for the special placement of Advertising Materials. The Customer sends a request to Ozon for the provision of such services through the PA or by e-mail. If the Parties agree on the parameters for the provision of services, Ozon posts information about essential conditions (Advertising Materials, terms and procedure for special placement) of their provision in the PA, and the Customer accepts them by pressing the “Confirm” button by the Customer.
4. REMUNERATION OF OZON #
4.1. Remuneration amount #
Procedure of Ozon remuneration payment shall be determined depending on the type of advertising campaign chosen by the Customer. The total sum of Remuneration makes the total of Rates. Remuneration shall be displayed in the PA of the Customer in the Advertising Campaign Section and shall be determined basing on Ozon statistics.
4.2. Calculation of remuneration on CPC #
Ozon remuneration for the Services on items provision (CPC Rate) shall make an amount in rubles.
4.3. Calculation of remuneration on CPM #
Ozon remuneration for the Services on items provision (CPM Rate) shall make an amount in rubles.
4.4. Attracted item price #
For the purposes of Ozon remuneration calculation, Attracted Item Price is a price fixed by the Customer and determined at the moment of execution of order by the Client on the Website.
4.5. Limits of the Rate amount #
The Customer shall determine Rates amount within the limits of maximal and minimal values set by Ozon in the PA.
4.6. VAT #
The cost of Ozon services is not subject to VAT, unless otherwise stipulated by this Contract.
4.7. Remuneration payment procedure #
Remuneration payment to Ozon that is calculated on the base of the amount of services provided in the reporting period shall be carried out once a month by deduction from the funds due to the Customer and being transferred under p. 10.1 (b) of the Contract. In the event of negative balance on the account of the Customer, the latter shall be invoiced for payment of Ozon services. The remuneration of Ozon for the advertising services is included in the total remuneration for all services rendered.
5. LIABILITY OF THE PARTIES #
5.1. Liability of the Customer #
The Customer shall be independently and totally liable for the content and the reliability of information contained in the Advertising Materials, and for violation of third parties’ rights (including, but not limited to, rights on results of intellectual activity) resulted from the use of the Advertising Materials provided by the Customer.
5.2. Compensation for Ozon’s damages #
If Ozon receives third-party claims related to violation of their rights, appeals of state authorities in connection with placement of information under the Contract, the Customer shall indemnify for losses, costs, expenses incurred by Ozon, unless It happened through the fault of the Customer.
ANNEX №1 “TERMS OF SALE BY RESIDENTS OF THE EURASIAN ECONOMIC UNION” #
The Terms of sale by residents of the Eurasian Economic Union are located here.
ANNEX №2 “PROCEDURE FOR THE PROVISION OF SERVICES BY OZON LOGISTICS PARTNERS” #
Procedure for the provision of services be Ozon Logistics Partners is located here.