Agency Agreement — Standard Terms and Conditions

Revision of February 18, 2025

This revision is effective as of February 18, 2025. We publish changes to the agreement in advance: if the rules on this page are not already in effect, see the previous version.

1. Definitions #

In order to avoid ambiguity and other misunderstandings in the interpretation of this Agreement, the Parties have agreed on the following meanings of the following terms:

Agent means Internet Solutions Limited Liability Company (OGRN 1027739244741).

Agreement (or Standard Terms) means this Agreement concluded between the Agent and the Principal.

Order means an Item or a set of Goods that the Client ordered via the Platform. The Order has its own identification number and consists of one or more Shipments.

Request means an instruction of the Principal executed in accordance with the Annex No. 1 hereto (Terms and Conditions of the interaction of Parties and the performance of instructions) for the Agent perform certain actions stipulated herein.

Client means a fully capable individual who has entered into a contract of sale solely for personal needs, not related to entrepreneurial or business activities, which includes a transportation of a Shipment to the delivery address specified in the accompanying documents, and/or another person authorized by the Principal to receive the Shipment. In relations between the Parties, the term “Recipient”, which is equivalent in meaning, may be used.

Personal Account means the Principal’s personal page on the Platform containing information about the Principal and the Requests placed by him, access to which is carried out using authentication data by entering a login and password. In relations between the Parties, the term “Account”, which is equivalent in meaning, may be used.

Unclaimed Shipment means a Shipment that has not handed over to the Client for reasons dependent on the Client, or which the Client refused to accept both during the transportation period and at the time of its delivery to the Client, as well as in cases where:

• The Goods contained in the Shipment are included in the list of prohibited or restricted for import, export or transportation;
• There is no shipping, commercial and permitting documents for the Goods, as well as the necessary information about the Goods and/or the Client.

Unidentified Shipment means a unit of Order, information about which has not been uploaded to the Agent’s Platform.

Declared Value means the value of the Shipment determined and indicated by the Principal, establishing the amount of liability of the Agent in case of loss, damage, destruction of the Shipment due to the fault of the Agent. Declared Value is transmitted by the Principal via API. Declared Value of each Item in the Shipment shall not exceed the value of the Item specified to the Principal by Sender.

Sender means a person from whom Principal accepts the Shipment specified in the accompanying documents for the Shipment.

Shipment means an Item or a set of Goods in respect of which the Principal has instructed the Agent to perform one or more actions provided for in the Agreement, including transportation and/or delivery to a certain Client. The Shipment has individual shipping packaging and its own identification number, which includes a number of Client’s Order. In relations between the Parties, the terms “Posting”, “Parcel”, which are equivalent in meaning, may be used.

Platform means an information system owned and administered by the Agent, which is an aggregate of the information contained in the Agent’s electronic database on the status and movement of Orders/Shipments and the progress of the performance of the Principal’s instructions, which is used by the Parties to exchange documents and information in electronic form. Access to the Platform is provided via Personal Account or API.

Principal means a legal entity registered within the Russian Federation or outside the Russian Federation, who instructs the Agent to perform the provisions of this Agreement.

Pick-up point means a premise of the Agent or its partner operated by the Agent or its representative to hand over Orders to the Client.

Self-Employed Person means an adult individual who is a citizen of the Russian Federation, applying the special tax regime “Professional Income Tax”, acquiring a service in order to carry out entrepreneurial or business activities not related to personal, family, household and similar needs.

Parties mean the Agent and the Principal collectively.

Item means an object of the material world handed over to the Agent for the transfer to the Client specified by the Principal in the Request (in plural also “Goods”).

Packaging means packaging that is used to protect goods during the storage and transportation.

API means a set of classes, procedures, functions, structures, variables or constants agreed upon by the Parties, with the help of which the systems of the Principal and the Agent exchange information, including, but not limited to: the transfer of delivery instructions, the exchange of information about the delivery of Shipments.

The definitions agreed above shall be applied by the Parties in further correspondence, agreements and other documents relating to the Agreement, unless otherwise provided by the Agreement. Terms defined above in the singular include the plural and vice versa.

2. Subject matter of the Agreement #

2.1. Subject to the provisions of this Agreement, the Agent undertakes to perform on its own behalf, at the instruction and at the expense of the Principal legal and other actions, namely:

2.1.1. To accept, operate, transport, deliver, provide courier services (if applicable), hand over Shipments to Clients, facilitate the return of Unclaimed Shipments.

2.1.2. To undertake other actions to perform obligations under this Agreement.

2.2. This Agreement is considered concluded from the date of signing by both Parties the additional agreement to this Agreement with commercial terms (hereinafter referred to as the “Commercial Terms”).

2.2.1. The Agreement is concluded for an indefinite period and applies to the extent that it does not conflict with the Commercial Terms.

3. Obligations of the Parties #

The Principal undertakes to:

3.1. Give instructions to the Agent in the form of a list of Shipments to be handed over to the Clients. The instruction shall be sent in the form of an electronic file containing information about the Shipments. This information may be generated via the Principal’s Personal Account (using the “Create order” field) or API. Information in electronic form shall be transferred to the Agent subject to the terms agreed by the Parties in accordance with the provisions of the Agreement, and the fact of this transfer shall be considered as the confirmation of the Principal’s instruction to the Agent to perform actions under this Agreement. Information about Shipments shall be posted in a way enabling the Agent to unambiguously identify the Shipment.

3.2. Provide with a Certificate of Conformity or a Declaration of Conformity for the Item at the Agent’s request (in cases where the Shipment is subject to confirmation of conformity), within 3 (three) business days from the date of receipt of the request. If the Principal fails to perform this obligation, the Principal undertakes to reimburse the Agent for all losses incurred in this respect.

3.3. Ensure timely transfer to the Agent of Shipments without visible mechanical damage and without extraneous stickers/labels, in undamaged individual Packaging protecting from unauthorized access thereto. The packaging of each Shipment in the Order shall ensure the safety during transportation, comply with the requirements indicated in the Annex No. 4 hereof, as well as contain a label with a bar code enabling the Agent to automatically enter the details of Order and Shipment into the information system (the Platform) (hereinafter referred to as the “Barcode”). Should the Shipment require special conditions of delivery, transportation, storage, the container and/or Packaging shall comprise relevant labels. Should at the time of handing over, the violations of the Shipment Packaging requirements be discovered, and should the Principal be unable to ensure prompt cure (within 10 minutes), the Principal’s instruction on this Shipment shall be terminated, and the rights and obligations of the Parties in relation to such Shipment and/or Order shall also be terminated.

3.4. Hand over Shipments to the Agent’s authorized person subject to terms and conditions specified in the Annex No. 1 hereto (Terms and Conditions of the interaction of Parties and the performance of instructions). The Parties hereby confirm that the powers of the Agent’s representative accepting the Shipment from the Principal are clear from the situation, which, in particular, is confirmed by arrival at the place of loading previously agreed upon by the Parties. For the purposes hereof, the Agent’s representative shall not be required to produce a power of attorney (the paragraph 2 of the clause 1 of the article 182 of the Civil Code of the Russian Federation).

3.5. Pay for the return of the Unclaimed Shipment in the amount indicated in the Annex No. 5 “Rates Schedule”.

3.6. Accept Unclaimed Shipments at the Agent’s warehouse under the acceptance certificate generated via the Principal’s Personal Account on the Platform and/or via API. In case of return of Shipments with opened or damaged Packaging, the Parties shall perform goods-wise reconciliation, and report all defects and non-conformance (if any) in a non-conformance certificate.

3.7. Not hand over to the Agent for delivery any Shipment containing Goods, specified in the Annex No. 2 “List of Goods prohibited for transportation”, the storage and transportation of which is subject to a special permit and/or license, as well as compliance with special conditions for the transportation and storage of such Goods with the applicable laws of the Russian Federation. Otherwise, the Agent has the right not to perform the Principal’s instruction in respect of such Goods.

The Agent undertakes to:

3.8. Receive, operate Principal’s instructions in respect of Shipments.

3.9. Transport, deliver, hand over Shipments to the address specified by the Principal at the moment of creating Request, and within the period, indicated in the Personal Account and/or via API at the moment of uploading the information about the Shipments.

3.10. Facilitate the return of Unclaimed Shipments.

3.11. Return Unclaimed Shipments to the Principal under the acceptance certificate. Return to the Principal shall be made within 10 (ten) calendar days from the date sending by the Agent via API the status “Return Ready For Sender”.

3.12. Ensure the safety of the received Shipments, as well as compensate the Principal for losses in the amount of actual damage and subject to the clause 5 of this Agreement in case of loss, damage (including damage to the marketable condition, factory packaging of Goods) or destruction of the Shipment or the part of the Shipment due to the fault of the Agent or its representatives.

4. Agent’s fee. Reporting Documents. Settlement procedure #

4.1. The Agent’s fee shall be determined subject to the rates agreed by the Parties in the Commercial Terms.

4.2. The reporting period is a calendar month.

4.3. Agent sends the monthly report of the Agent, the certificate of services rendered or Universal Transfer Document with status 1 (UTD-1), invoice (if applicable), as well as payment invoice for the reporting month (hereinafter referred to as “Reporting Documents”) to the Principal in the Personal Account no later than 5th (fifth) business day of the month following the reporting month, but not later than the 8th (eighth) calendar day.

4.4. The Principal undertakes to approve and send to the Agent Reporting Documents signed by the Principal or send reasoned objections within 2 (two) business days from the date of receipt.

If the Principal fails to send the resoned objections or signed Reporting Documents within the specified period, the relevant Reporting Documents are deemed signed by the Principal, and the Agent’s fee shall be due and payable by the Principal.

If the Principal has sent the reasoned objections within the specified period, the Agent shall send a corrected set of Reporting Documents (if correction is necessary) within 2 (two) business days from the date of receipt of the Principal’s reasoned objections.

In any case, the Parties undertake to agree on the Reporting Documents not later than the 15th (fifteenth) day of the month following the reporting month.

4.5. The monthly reports of the Agent are the confirmation of the Agent’s performance within the reporting period of the relevant Principal’s instructions under this Agreement.

4.6. The Principal undertakes to pay the Agent’s fee within 4 (four) business days from the date of receipt of the Agent’s payment invoice.

4.7. At the end of each calendar quarter, no later than the 15th (fifteenth) day of the month following that quarter, the Agent has the right to send to the Principal an act of reconciliation of mutual settlements between the Parties to the email address specified in the Commercial Terms.

The Principal undertakes to review and send the signed act of reconciliation or send reasoned objections to the act of reconciliation within 5 (five) business days from the date of receipt.

If there is no objection from the Principal within the period specified in this clause, the act of reconciliation shall be deemed accepted in full without objections.

4.8. The Agent has the right to make unilateral offsets for counter monetary obligations of the Principal arising under the Agreement and other agreements concluded between the Parties, with the sending to the Principal of a document confirming the offset of counter claims. The Parties agreed that if the Agent and the Principal have counter monetary obligations denominated in different currencies, the Principal’s monetary obligation is updated into a monetary obligation expressed in the same currency as Agent’s counter obligation, for the subsequent offset of the specified homogeneous obligations of the Parties and without conclusion of a separate agreement on this, by sending by the Agent a notification of novation. The date of such novation of the original obligation into a newly arising obligation is the date of notification of the novation by the Agent. The amount of the novated monetary obligation and the amount of the newly arising monetary obligation are determined based on the novation notification sent by the Agent and if it is necessary to convert the currency, the novation is carried out at the exchange rate of the Central Bank of the Russian Federation on the date of novation. For the avoidance of doubt, the Parties have agreed that such a novation terminates the obligations associated with the original obligation, and under no circumstances terminates other obligations of the Parties under the Agreement.

5. Liability of the Parties #

5.1. The Parties shall be liable for non-performance or improper performance of obligations under the Agreement in accordance with the current legislation of the Russian Federation and the provisions of the Agreement.

5.1.1. The amount of the Agent’s liability to the Principal under the Agreement in any case shall not exceed the amount of the Principal’s liability to the Sender for the same Shipment.

5.2. If the Principal fails to comply with the fee payment terms for more than 6 (six) business days, the Agent shall have the right to suspend the performance of instructions until the Principal’s obligation to pay the debt is fulfilled.

5.3. The Maximum Declared Value of the Shipment is indicated in the Annex No. 5 hereto.

The Parties hereby confirm that if the Principal transfers via API the Declared Value of the Shipment which exceeds the indicated Maximum Declared Value, the Declared Value of such Shipments is deemed to be equal to the Maximum Declared Value. The Principal assumes the risk that the market price of the Goods transferred to the Agent may exceed the Declared Value of such Goods in the fixed amount specified above.

5.4. In case of loss, damage, destruction of the Shipment due to the fault of the Agent, the liability of the Agent is limited to:

a) the Declared Value of the Shipment, but not exceeding the maximum Declared Value specified in clause 5.3. of the Agreement;

b) the delivery rate payable by the Principal to the Agent for such Shipment, if the Declared Value of the Shipment is not specified by the Principal or is defined as 0 (zero) Russian rubles.

5.5. If the factory packaging of the Shipment is damaged or the marketable condition is lost due to the fault of the Agent, the liability of the Agent is limited to:

a) 5% (five per cent) of the Declared Value of the Shipment, except for the cases referred to in the paragraph b) of this clause;

b) 5% (five per cent) of the rate for the delivery of the Shipment, if the Declared Value of any Shipments is not specified by the Principal or is defined as 0 (zero) Russian rubles.

5.6. The confirmation of the acceptance, delivery, as well as the actual location of the Shipment shall be display of the relevant status in the Principal’s Personal Account and/or via API.

5.7. Each case of loss, damage, destruction of the Shipment shall be considered by the Agent after receiving a written claim from the Principal subject to the procedure set forth in the clause 6 of the Agreement.

5.8. Any claim related to non-performance or improper performance of the obligations by the Agent under the Agreement shall be submitted within 6 (six) months from the date of delivery of the Shipment to the Agent.

5.9. The ground for compensation upon a written claim by the Principal shall be the display of the relevant status transmitted by the Agent via API and/or in the Principal’s Personal Account. Compensation shall be paid only if there is no disagreement between the Parties as to the amount, procedure and other terms and conditions of compensation.

5.10. The Agent shall not be liable if:

5.10.1. Failure to perform or improper performance hereunder was due to the fault of the Principal or the Client.

5.10.2. Loss, damage, destruction or non-delivery of Shipment was due to force majeure, defects in packaging or the nature of the content. The Agent shall promptly inform the Principal in writing on such an event.

5.10.3. The Shipment has been accepted and delivered (or returned) in compliance with applicable requirements, free of external damages to Packaging, seals (stamps), with weight meeting recorded at its acceptance, and if loss of the Shipment was established after delivery of the Shipment to the Client.

5.10.4. The Shipment has been detained, expropriated in accordance with the procedure established by the laws of the Russian Federation.

5.10.5. The Agent shall not be liable for possible non-compliance of the Client’s Order with the list of Shipments included in the Client’s Order.

5.10.6. The Agent shall not be liable for indirect losses, lost profits or profits not received by the Principal, whatever their origin.

5.10.7. The Agent shall not be liable to the Principal in case of damage to the shipping packaging, provided that the factory packaging and the content of the Shipment are not damaged.

5.11. The Principal shall be responsible to the Agent for the completeness and accuracy of information about the Client, the Order and the Shipment. If the Principal fails to provide or provides incorrect information, which led to the incorrect calculation of the Agent’s remuneration, the Principal shall be obliged to pay the Agent’s remuneration in full.

5.12. For the violation of the obligation specified in the clause 3.7. of the Agreement by the Principal, the Agent shall have the right to claim a fine of 50 000 (fifty thousand) Russian rubles per violation, and a compensation of all losses incurred due to violation of this clause hereof (inter alia, claim indemnity of the penalties imposed by the regulatory authorities). The Agent has the right to suspend the performance of instructions received from the Principal before the violation discovery until the Principal has compensated the Agent for fines and losses, and to unilaterally rescind the Agreement with carrying out mutual settlements within 5 (five) business days.

5.13. The Principal shall be liable for compliance with the requirements of the applicable laws governing the Principal’s relations with third parties. The Principal undertakes to keep the Agent harmless from any claims of Clients and third parties to whom the Principal provides freight forwarding and/or delivery services as well as to indemnify the Agent for all damages arising in connection with claims of Clients and third parties against the Agent.

5.14. For late payment of the Agent’s fee, the Principal shall, subject to the Agent’s request, pay a penalty of 0,1 (zero point one) % of overdue payment per day of delay.

5.15. If the Principal breaches sections 9, 10 of the Agreement, the Principal undertakes to indemnify all damages incurred by the Agent due to the breach of this clause of the Agreement (including reimbursement in full of the fines imposed by the controlling authorities). The Agent shall have the right to suspend the performance of the Principal’s instruction until the Agent receives compensation for the fines and damages as well as to unilaterally and extrajudicially repudiate the Agreement with carrying out mutual settlements within 5 (five) business days.

5.16. The Agent shall have the right to engage third parties for the performance hereunder, provided, however, the Agent shall be held responsible for the actions of third parties involved.

5.17. The Principal may not assign, delegate and/or otherwise transfer its rights and/or obligations hereunder to third parties without Agent’s prior consent. The Agent may assign and/or otherwise transfer its rights hereunder to any third parties without the Principal’s prior consent. For the violation of this prohibition, the Principal shall pay a fine in the amount equal to the amount of the assigned claim.

5.18. The Agent shall have the right to dispose of (including destroy) the Shipment subject to the consent of the Principal. The Agent shall determine on its own how to dispose of Shipments subject to requirements of the legislation of the Russian Federation. In the event of disposal (destruction) of Shipment on the grounds of Annex No. 1 hereto (Terms and Conditions of the interaction of Parties and the performance of instructions), the Agent shall not reimburse the Principal for the cost of Shipment.

5.19. Should the Principal fail to collect the Shipments to be returned within the term specified in this Agreement, the Parties shall assume that the Principal has duly expressed its consent to the disposal (including destruction) of Shipment (the Principal’s consent). The Agent shall be authorized by the Principal to dispose of (including destroy) Shipment at any time without additional Notice to the Principal.

6. Applicable law and dispute resolution #

6.1. The Agreement shall be governed by and construed in accordance with the law of the Russian Federation.

6.2. The Parties will make every effort to resolve through negotiations any disputes and disagreements arising under or in connection with this Agreement. Before submitting the dispute to the arbitration, the Parties shall comply with the claim (pre-trial/pre-arbitration) dispute resolution procedure. Any dispute that has not been resolved by claim (pre-trial/pre-arbitration) dispute resolution procedure shall be resolved by the Moscow City Arbitrazh Court.

6.3. The claim shall be made in writing, signed by an authorized person of the Party, and sent to the other Party with the documents attached (in accordance with the clause 6.4. of the Agreement) in one of the following ways:

• by sending a registered letter with the list of enclosures through Russian Post JSC;
• by sending a scanned copy of the claim by email, in accordance with the terms and conditions of the section 7 of the Agreement.

When sending the claim via Russian Post JSC, the Parties shall additionally send a scanned copy of the claim by email in accordance with the clause 7.1. of this Agreement.

The Parties agree that an authorized person of each of the Parties shall have the right to sign the claim using a facsimile, whereby the facsimile signature shall have the same effect as the original signature of the authorized person.

6.4. If the Principal sends a claim to the Agent, the following documents shall be attached to the claim:

a) reference to this Agreement, number and date of signing Commercial Terms;

b) numbers and dates of claimed Shipments used in the Agent’s Platform;

c) SKUs (unique bar codes) and names of claimed Shipments;

d) the actual circumstances, actions of the Parties relating to the subject matter of the claim;

e) the statuses displayed in the Principal’s Personal Account and/or transmitted via API and the numbers and dates of the documents confirming the transfer of the Shipments to the Agent underlying the Principal’s claim;

f) documents and/or other information confirming damage to the Shipment (if the subject matter of the claim is damage, loss, destruction of the Shipment);

g) other documents and information confirming the validity of the claim made.

6.5. The time for consideration of a claim shall be 15 (fifteen) business days as of the date of receipt.

7. Electronic messages exchange procedure and Notices #

7.1. Primary documents, messages, notices and other types of information and correspondence required or permitted in accordance with the Agreement (hereinafter referred to as the “Notice”) must be drawn up in writing, signed a person duly authorized by the sending Party. Notices may be sent by hand to a person duly authorized by the sending Party, by registered post, by courier service with acknowledgment of receipt, through electronic messages to the following email addresses:

• the email address of the Principal as specified in the Commercial Terms;

• the email address of the Agent is Rocket.Global@ozon.ru or another address in the domain zone @ozon.ru.

7.2. The Parties undertake to notify each other of any changes to their registered address, details, email address and payment details within 1 (one) business day of the date of change. The Agent shall make changes to payment details within 7 (seven) calendar days from the date of notification. Notices of changes to the Agreement, details, amount and ground of fines, penalties, refunds, claims, as well as notices of offset shall be sent by email.

7.3. The data of the Platform shall be considered sufficient and indisputable evidence of the sending of instructions, the performance and the composition of instruction.

7.4. The Parties shall ensure the timely receipt of Notices (timely verification of email, the Personal Account by authorized persons, serviceability/availability of the communication network, serviceability of equipment). Electronic message shall be deemed received at the time of its sending by the Party-Sender.

7.5. The Parties acknowledge the documents and messages sent in accordance with this Agreement as provided in writing.

7.6. Documents, including Reporting Documents, are coordinated by email or through an electronic document management system (if applicable). In cases where, according to the Agreement, the provision of original documents is required, the originals must be sent by the Parties no later than 10 (ten) business days after sending electronic copies of the Notices.

7.7. In order to optimize document flow between the Parties and to improve the preservation and protection of transmitted documents and the information contained therein, the Parties have agreed on the possibility of using an Electronic Document Management System (EDMS) with an electronic signature and transmitting documents and information via an electronic document management operator.

7.8. The Agent has the right to send the generated and signed documents specified in the clause 4.3. of the Agreement as scanned copies to the Principal’s Personal Account. Such provision of documents shall be proper on the part of the Agent and the submission of original documents in hard copy is not required in this case.

7.9. The Principal’s actions in the Personal Account are performed by drawing up an electronic document and/or by transmitting the relevant status via API. Such electronic documents, statutes (files, electronic protocols, logs, program codes and other information in electronic form):

a) are deemed signed by the Principal using the simple electronic signature (hereinafter referred to as “SES”);

b) are equivalent to the paper documents signed by the Principal’s own hand;

c) have legal consequences similar to handwritten signatures in accordance with the legislation of the Russian Federation.

7.9.1. The Parties have agreed on the distribution of the burden of proof in disputes about SES:

a) in respect of the presence or authenticity of the SES, the burden of proof is on the Party, which does not agree on the presence or authenticity of the SES;

b) in respect of the fact of amendments in the electronic document, the burden of proof is on the Party that asserts this fact;

c) in respect of the fact of receipt by one of the Parties of the electronic message signed by SES, the burden of proof is on the Party challenging this fact.

8. Force majeure #

8.1. The Parties shall be exempt of liability for partial or complete failure perform hereunder, provided it was the result of force majeure emerged after the conclusion hereof as a result of extraordinary events that the Agent or the Principal could not foresee, nor prevent by reasonable measures.

8.2. Force majeure shall include events beyond the Parties impact, and for the occurrence of which they are not responsible, for example, a flood, an earthquake, a hurricane, military actions, industry strike, acts and orders of public authorities.

8.3. The Party referring to the force majeure circumstances shall inform the other Party in writing thereon within a reasonable time and provide confirmation thereto.

8.4. In case of force majeure, the term for performance hereunder shall be postponed in proportion to the duration of the circumstances and consequences thereof.

8.5. Should the circumstances provided in the clause 8.2 of this Agreement last for more than a month, the Agent and the Principal shall agree on the future performance hereunder. If the Parties fail to come to an agreement within 7 (seven) calendar days, either Party shall have the right to terminate the Agreement unilaterally, out of court, by 14 (fourteen) calendar days advance written notice to the other Party.

9. Confidential information #

9.1. The Parties agreed that confidential information includes:

a) information that has commercial value or gives a competitive advantage to the Party;

b) information located in the information system of the Party, access to which is provided to the other Party;

c) information that is not publicly available;

d) any other information that is designated by one of the Parties as confidential.

9.2. Each of the Parties undertakes to:

a) take all reasonable measures to protect the information confidentiality;

b) use confidential information only for the purposes of performing obligations under the Agreement to the extent necessary for the performance of duties under the Agreement.

9.3. Each of the Parties has the right to provide confidential information without prior consent to affiliated persons, consultants, auditors, government agencies. Provision of confidential information to other persons requires the prior written consent of the other Party.

9.4. A Party that transfers confidential information or access to it to another Party (hereinafter referred to as the “disclosing Party”) is not considered to have violated the obligation to protect and keep confidential information secret if this information:

a) at the time of disclosure was or became publicly available, except as a result of a violation committed by the Party receiving the confidential information (hereinafter referred to as the “receiving Party”);

b) becomes known to the receiving Party from a source other than the disclosing Party, without violation by the receiving Party of the terms of the Agreement;

c) was known to the receiving Party prior to its disclosure;

d) was disclosed with the written permission of the disclosing Party.

9.5. The confidentiality conditions must be observed during the term of the Agreement and within 3 (three) years after its termination (cancellation).

9.6. If a non-disclosure agreement is concluded between the Parties, the terms of such an agreement take precedence over the terms of the Agreement. Principal is aware that Agent’s confidential information may potentially contain insider information from the Agent and its group companies, in accordance with applicable securities and exchange laws or stock exchange rules applicable to such insider information, resulting in the Principal may be subject to applicable securities laws or stock exchange rules.

10. Representations and warranties #

10.1. All representations shall be authentic, valid, accurate, and not misleading as of the date of conclusion of the Agreement and during the period of its validity. In case of occurrence of any circumstances which can indicate their unauthenticity, invalidity or inaccuracy, the Principal should immediately advise the Agent thereof.

10.2. All documents and information provided prior to the conclusion of the Agreement and/or during the preliminary legal and financial due diligence of the Principal according to Agent’s internal procedures, including due diligence and anti-money laundering procedures (where applicable), were accurate, valid, accurate and not misleading, when submitted.

10.3. Prior to the Agreement conclusion, the Principal:

a) has not experienced inequality of bargaining power, and approval of the other content of the terms of the Agreement was not substantially hindered;

b) had a reasonable opportunity to review the terms of the Agreement and to participate in determining its terms and conditions by providing his/her comments concerning the text of the Agreement.

10.4. None of the following events has occurred and takes place on any date during the term of the Agreement:

a) the Principal decides to liquidate itself;

b) the net assets of the Principal at any time during the term of the Agreement are less than the minimum authorized capital required by the laws of the Russian Federation;

c) the Principal files for bankruptcy or becomes insolvent (bankrupt) or declares a moratorium on the satisfaction of creditors' claims or becomes unable to pay his/her debts;

d) the Principal applies for or agrees to the appointment of an arbitration manager, temporary trustee, external trustee, or trustee in bankruptcy.

10.5. Signing or performance of the Agreement does not violate and will not result in violation of:

a) the charter or other corporate or other internal documents of the Principal;

b) the provisions of the legislative acts of the Russian Federation;

c) any orders or decisions that are applicable to the Principal, 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 Principal is a party, or which are binding on the Principal; and will not result in default under any such agreement or contract.

10.6. Either party shall retain all intellectual property rights, trademarks and/or other intellectual property (including logos, designs, drawings) that can be used within the Agreement (hereinafter referred to as the “IP Items”). Conclusion of the Agreement may not be interpreted as granting the Principal any licenses and/or rights of use in respect of the Agent’s IP Items. Without Agent’s prior consent, the Principal may not publicly refer to the Agent’s trade name (as well as its logo or trademarks). The Agent may publicly refer to the Principal’s trade name (as well as its logo or trademarks) to indicate it as one of the delivery services 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 performance of the Agreement.

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 IP rights holder shall retain the exclusive right to initiate proceedings in respect of his IP Items.

10.7. The Parties shall apply provisions of the section “Standard clauses” available at https://docs.ozon.ru/legal/partners/standard-clauses/. Section “Standard clauses” shall be considered an integral part of the Agreement.

10.8. The Parties undertake to comply with the provisions of the clause on anticorruption and regulatory compliance published in https://docs.ozon.ru/common/pravila-prodayoi-i-rekvizity/anticorrupzionnaya-ogovorka/. The Agent is named “the Company” and the Principal is named “the Counterparty”.

11. Amendment of the Agreement #

11.1. Agent has the right to amend the Standard Terms unilaterally by notifying Principal by email specified in the Commercial Terms at least 7 (seven) calendar days prior to the entry into force of such amendments. Principal is obliged to regularly monitor the email specified by him in the Commercial Terms for amendments in the Agreement.

11.2. The new version of the Standard Terms comes into force and applies to the relations of the Parties without signing an additional agreement.

11.3. If Principal disagrees with the proposed changes to the Agreement, within 7 (seven) calendar days from the date of the Notice of Changes, send Agent a Notice of rescission of the Agreement (in such case the provision of section 12 of the Agreement shall apply). Otherwise, such amendments from the date of their entry into force are considered agreed by both Parties, are subject to application to relations between them and become an integral part of the Agreement.

11.4. The Agent has the right to correct technical and typographical errors in the Standard Terms without Notice to Principal.

12. Termination of the Agreement #

12.1. Any Party may extra-judicially rescind the Agreement, subject to a written Notice to the other Party at least 30 (thirty) calendar days before the date of the proposed termination, as well as a final reconciliation of mutual settlements.

12.2. In case of termination of the Agreement, the Agent shall return whereas the Principal shall accept, Shipments undelivered to the Clients as well as Unclaimed Shipments, according to the acceptance certificate. The return address of Shipments shall be agreed by the Parties.

12.3. Refusal to perform the Agreement does not release the Parties from the fulfillment of obligations from the Agreement that arose before the refusal to perform the Agreement.

12.4. The Agent has the right to unilaterally and extrajudicially repudiate the Agreement by sending a Notice no later than 10 (ten) calendar days before the date of the planned termination:

12.4.1. if any of the representations proves to be untrue, invalid, inaccurate or misleading;

12.4.2. if the Principal breaches obligations both under this Agreement;

12.4.3. in other cases provided for by this Agreement or the law of the Russian Federation.

12.5. Should the Agent notify the Principal of the repudiation of the Agreement, and the Principal fails to respond to the Notice within 7 (seven) calendar days from the date of sending of that Notice, the Agent shall unilaterally reconcile the settlements. The reconciliation results shall be considered final.

12.6. In the event of termination of the Agreement at the initiative of either Party, the Agent shall return the Shipments in the possession of the Agent undelivered to the Clients as well as Unclaimed Shipments within 30 (thirty) calendar days from the date of submission by the Principal of the relevant request in writing.

13. Final Provisions #

13.1. This Agreement shall make all oral negotiations and correspondence between the Parties that took place before the date hereof null and void from the date of its execution.

13.2. The Agreement is not public within the meaning of Article 426 of the Civil Code of the Russian Federation.

13.3. Annexes to this Agreement are integral parts hereof.

13.4. This Agreement, including annexes hereto, are drawn up in Russian and English. In case of discrepancies between the Russian and English texts of the Agreement, the version in Russian shall prevail.

14. List of Annexes to the Agreement #

Annex No. 1. Terms and Conditions of the interaction of Parties and the performance of instructions.

Annex No. 2. List of Goods Prohibited for Transportation.

Annex No. 3. Samples of documents.

Annex No. 4. Packaging Requirements.

Annex No. 5. Rates Schedule.

Annex No. 1. Terms and Conditions of the interaction of Parties and the performance of instructions #

1. Sending Requests to the Agent #

The Principal’s instructions for transportation/delivery of Shipments to the Client’s address, with the agreed date, time, address and cost of the Goods are sent via the Principal’s Personal Account (the “Create order” field), by uploading a CSV-file or via API.

2. Transfer of Shipments from the Principal to the Agent #

2.1. The Shipments are transferred by the Principal to the Agent by the “Drop-off” method at the Agent’s pick-up point.

2.2. The Agent shall provide the Principal with the address of the pick-up point from among the available Agent’s sorting centers. The Agent shall have the right subject to prior notice to the Principal to stop receiving Shipments at the selected pick-up point and offer the Principal to choose another one from among the available Agent’s sorting centers.

2.3. The Principal shall transfer to the Agent Shipments with a label with Barcode.

2.4. The Principal shall send to volship@ozon.ru, unless another email address is provided by the Agent, the information on the planned uploading 1 (one) calendar day prior to the handover of the Shipments to the Agent, as well as generate the acceptance certificate in the Personal Account and/or via API. The acceptance certificate generated by the Principal in the Personal Account and/or via API shall be deemed to have been duly signed by the Principal using the SES in accordance with clause 7.9. of the Agreement.

2.5. Uploading of Shipments from the vehicle shall be carried out by the Principal or the Agent by prior arrangement between the Parties.

2.6. Only Shipments placed on pallets may be uploaded by the Agent. Shipments not placed on pallets shall be uploaded by the Principal.

3. Acceptance of Shipments by quantity and numbers at the Agent’s warehouse #

3.1. The Agent shall unilaterally accept Shipments, including reconcile Shipments with the acceptance certificate, within 1 (one) business day from the date of their actual transfer. The confirmation of the acceptance of the Shipments shall be the relevant status transmitted via API.The transmission of the status “Handed over to the delivery service” by the Agent via API and/or in the Principal’s Personal Account, confirming the acceptance of the Shipments, shall be equivalent to the Agent’s signing by SES the acceptance certificate generated by the Principal in the Personal Account and/or via API.

3.2. The Agent shall handle the Shipments transferred at the Agent’s sorting center. Individual acceptance of Shipments by labelling and volumetric and weight specification shall be performed in accordance with the Agreement without Shipments opening.

3.3. The Shipment shall not be delivered and shall be accepted by the Principal for return in following cases:

a) Shipments is packaged in violation of the packaging requirements set forth in the Annex No. 4 hereof;

b) the weight or dimensions of the Shipment exceed the restrictions indicated in the Annex No. 5;

c) there is no label with Barcode on the package of the Shipment;

d) The Shipment contains Goods prohibited for transportation (Annex No. 2 to the Agreement).

3.4. If the packaging of Shipment is found visibly damaged, the Agent shall draw up a shortage/defect/oversupply certificate, indicating the detected damage. Such Shipments shall be returned to the Principal.

3.5. In case of detection of shortage or oversupply of the Shipments transferred, the Agent shall, within 2 (two) business days, generate and send to the Principal in the Personal Account or via API a non-conformance certificate (in the form drawn up by the Agent). The Parties shall consider the unilateral non-conformance certificate sent by the Agent to the Principal in the Personal Account or via API as the proper evidence of acceptance of Shipments in the amount specified in the non-conformance certificate. If the Agent has not sent the non-conformance certificate within the period specified in this clause, the Shipments shall be deemed accepted by the Agent in the quantity and according to the numbers specified in the acceptance certificate generated by the Principal in accordance with clause 2.4. of this Annex. The date of receipt of the non-conformance certificate shall be deemed the date of its posting in the Personal Account.

3.6. If the Principal disagrees with the information specified in the non-conformance certificate, the Principal shall have the right to send reasoned objections to the Agent’s email address specified in the Agreement and provide evidence of the transfer of the number of Shipments stated in the acceptance certificate (including, but not limited to, video recordings of the assembly process of Shipments or package units allowing to identify disputed Shipments) within 2 (two) business days after receiving the non-conformance certificate. If the Principal fails to send reasoned objections within the specified period, the Parties shall recognize the non-conformance certificate agreed and accepted by the Principal without objections.

3.7. If the Principal has not generated an acceptance certificate in accordance with the clause 2.4. of this Annex, acceptance of Shipments shall be made by the Agent unilaterally within 1 (one) business day from the date of their actual handover. The confirmation of the acceptance of Shipments shall be the display of the relevant status in the Principal’s Personal Account and/or via API.

3.8. Upon completion of the Shipments acceptance, the Agent shall change the status thereof in the Personal Account and via API stating:

a) Full compliance of the accepted Shipments with the acceptance certificate. In this case, the Parties shall acknowledge that the Shipments were transferred by the Principal to the Agent in the quantity and by numbers according to the acceptance certificate;

b) Partial compliance of the accepted Shipments. In case of shortage and/or oversupply, data on the results of acceptance shall be specified in the non-conformance certificate in the Personal Account and/or via API.

3.9. Should the acceptance reveal Unidentified Shipments, the Principal shall collect these at the address specified by the Agent within 7 (seven) calendar days from the date of the Notice thereof by the Agent.

3.10. If it is discovered a Shipment in the Agent’s warehouse that does not contain a label with Barcode or contains an unreadable label with Barcode, the Agent shall have the right to dispose of such Shipments. The Principal has duly expressed its consent to the disposal (including destruction) of the Shipments specidied in this clause (the Principal’s consent), and the Agent shall be authorized by the Principal to dispose of (including destruction) such Shipments at any time without additional Notice to the Principal.

4. Delivery of the Order to the Client by the courier #

4.1. The courier shall deliver the Order to the person located at the address specified in the Request. Delivery shall be performed in residential and office premises. If entry into the territory is restricted, the Client shall prepare a pass for the courier. The courier can also deliver the Shipment at the checkpoint. Courier service time for one Client shall not exceed 15 (fifteen) minutes. To receive a Shipment, the Agent’s courier may require the Client to produce an identification document.

4.2. The courier shall not wait for the Order to be opened.

4.3. Shipments rejected by the Client at the time of delivery by the Agent shall be transferred to the Agent’s warehouse for further return to the Principal.

5. Procedure for Orders Delivery to the Client at the Pick-up point #

5.1. The Shipment shall be delivered before opening.

5.2. The Client at the Pick-up point shall provide the Agent’s representative with the Order number. The proper confirmation of the Recipient’s authority shall be the Client’s specification of the Order number matching the number in the Agent’s representative application.

5.3. Upon expiry of 7 (seven) calendar days from the date of transfer of Shipments to the Pick-up point, Unclaimed Shipments shall be transferred to the Agent’s warehouse for further return to the Principal.

6. Return to the Principal #

6.1. The Agent shall return Unclaimed Shipments to the Principal under the acceptance certificate, generated in the Principal’s Personal Account on the Platform and/or via API. The confirmation of the return of the Unclaimed Shipments shall be the relevant status in the Principal’s Personal Account and/or via API.

6.2. The acceptance certificate for Unclaimed Shipments shall be drawn up in the Principal’s Personal Account on the Platform and/or via API at the moment the Agent is ready to hand over such Shipments to the Principal.

6.3. Return of the Shipment shall be made at the Agent’s warehouse. Returned Shipments shall be stored at Agent’s warehouse for 10 (ten) calendar days. If the Principal fails to collect the Shipments to be returned from the Agent’s warehouse within 10 (ten) calendar days from the date when the Agent sends the status “Return Ready For Sender” via API, the Agent shall have the right to dispose of such returned Shipments.

Returned Shipments placed on pallets shall be uploaded from the Agent’s warehouse to a vehicle by the Principal.

6.4. Acceptance of Shipments shall be made at the Principal’s warehouse unilaterally within 2 (two) calendar days from the date of their handover to the Principal, excluding the day of collection of the Shipments by the Principal from the Agent’s warehouse.

If any defects and/or discrepancies are found at the time of acceptance of the Unclaimed Shipments, a non-conformance certificate shall be drawn up. In the absence of the non-conformance certificate within 2 (two) calendar days from the date of handover, the returned Shipments shall be deemed to be accepted by the Principal without discrepancies in accordance with the acceptance certificate.

If the Agent disagrees with the information specified in the non-conformance certificate, the Agent shall have the right to send reasoned objections to the Principal’s email address specified in the Agreement and provide relevant evidence within 2 (two) business days after receiving the non-conformance certificate. If the Agent fails to send reasoned objections within the specified period, the Parties shall recognize the non-conformance certificate agreed and accepted by the Agent without objections.

6.5. If the Agent discovers Shipments for which the Agent has previously paid compensation to the Principal for loss or destruction of the Shipment in accordance with the clause 5.4 of the Agreement, the Principal shall be obliged to return the compensation for each such Shipment.

Annex No. 2. List of Goods Prohibited for Transportation #

The Principal undertakes not to transfer to the Agent Shipments containing any of the following Goods.

Annex No. 3. Samples of documents #

Samples of documents

Annex No. 4. Packaging Requirements #

The Principal undertakes to transfer Shipments to the Agent in Packaging that complies with the following requirements:

1. The dimensions and weight characteristics of the goods shall comply with the restrictions indicated in the Annex No. 5.
2. The packaging shall be marked with Ozon Barcode.
3. The packaging shall not have third-party labeling, brand, manufacturer or company names.
4. Goods with special handling, storage and transportation conditions shall contain relevant marking inscriptions and manipulation signs, as well as be accompanied by rules for handling such Shipments (if applicable).
5. Fragile Goods shall bear markings unambiguously identifying the nature of such Goods, including, but not limited to, the “Fragile. Do not drop” label. Fragile Goods include (without limitation):
   • electronics (phones, tablets, laptops, recorders, navigators, hard disks, digital photo frames, other electronics);
   • goods made of glass and ceramics.
6. Available types of packaging:
   • cardboard boxes;
   • matte opaque stretch wrap;
   • tubes;
   • safe package (courier package);
   • cardboard courier envelopes without third-party inscriptions, barcodes and markings.
7. Goods shall not move inside the package. The empty space shall be filled with paper or filler.
8. The process of assembly and packaging of the Shipment containing expensive and/or fragile Goods shall be recorded on video.
9. Goods from different product categories shall not be put into one package. If there are Goods in one Order that cannot be folded into one package, the Order shall be divided into several Shipments.
10. Goods with reflective and polished surfaces shall not be packaged in bubble wrap. Such Goods shall be packaged in foamed polyethylene.
11. Ozon Barcode label requirements:

• Size of the label shall be 12×7.5 cm.
• The surface of the label shall be matte or semi-gloss. Gloss surface is prohibited.
• The label shall be printed as a single label, shall be not made up of separate fragments, as well as shall be not damaged.
• The label shall be attached to the largest side of the package.
• The label shall be attached to the package entirely, with no gaps or unglued areas.
• The label shall not compromise the Good’s appearance, including its factory packaging.
• Barcode shall not be taped.

Annex No. 5. Rates Schedule #

Restrictions on weight and dimensions #

	UoM	Extra-small delivery method	Other delivery methods
Maximum physical weight of one Shipment	kg	0,5	35
Minimum physical weight of one Shipment	kg	0	0,5
Maximum dimensions of the Shipment (L x W x H)	m	0,6 х 0,6 х 0,6	2,0 х 0,8 х 0,8
Maximum sum of three sides of the Shipment	m	0,9	3,6
Maximum side of the Shipment	m	0,6	2,0
Maximum Declared Value of the Shipment	RUB	1 500	500 000

Rates for additional services #

№	Name of services	Rate
1	Service of Declared Value	0,1% of the amount of the Declared Value of each Item in the Shipment. The rate is a percentage (%) of the Declared Value of each Item in the Shipment.
2	Return to the Principal of the Unclaimed Shipment	150% of the rate for delivery. In case of charging for return of the Unclaimed Shipment, the rate for delivery is included in the cost of return of the Unclaimed Shipment.