1. Subject matter and regulation of the Agreement #
1.1. Qualification of the Agreement #
This Agreement governs the relationship between Ozon and Ozon Certified Partners (hereinafter referred to as «Agreement»).
This Agreement is a framework cooperation agreement and is not a public contract (art. 426 of the Civil Code of the Russian Federation).
1.2. Subject matter of the Agreement #
Subject to the terms and conditions of the Agreement, Ozon Certified Partner shall directly provide the Seller with a range of services (hereinafter referred to as «Services»), including, but not limited to:
1.2.1. Consultancy and support services for Sellers on matters related to registration on the Platform for the purpose of the subsequent conclusion by the Seller of Contract for the placement of goods from abroad on Ozon.ru (cross-border) with Ozon;
1.2.2. Services for creating and filling of Item Pages by the Seller on the Platform;
1.2.3. Services for providing consulting support to the Seller on operational and technical issues of the Platform;
1.2.4. Seller support services for the provision of Ozon advertising services;
1.2.5. Other services additionally agreed between Ozon Certified Partner and the Seller directly.
1.3. Provision of services directly to the Seller #
For the avoidance of any doubt, Ozon Certified Partner provides services directly to the Seller and concludes an agreement for the provision of such services directly with the Seller. Under no circumstances will Ozon pay for such services and be liable for the actions or omissions of the parties to such an agreement. Ozon Certified Partner shall indemnify Ozon against any claims related to the conclusion and performance of the agreement concluded between Ozon Certified Partner and the Seller.
1.4. Information about services on Ozon’s page #
Ozon Certified Partner shall provide Ozon with a list of services provided in advance, as well as their costs, for the purpose of placement by Ozon of information about Ozon Certified Partner, the services provided to the Seller, and the costs of such services, on the Platform, on the page https://docs.ozon.ru/global/techpartners/list-of-tech-partners/ and/or https://seller.ozon.ru/ch/partners. Ozon Certified Partner undertakes to keep the information provided up-to-date and accurate. Ozon Certified Partner represents and warrants that the information provided is accurate, and Ozon and the Seller rely on such information during the term of agreements concluded with Ozon Certified Partner.
1.5. Conclusion and term of the Agreement #
This Agreement is considered concluded from the date of signing an acceptance form and for indefinite period.
1.6. Amendment of the Agreement #
Ozon may amend unilaterally the terms of the Agreement by publishing amendments on the Website. The amendments enter into force from the date of publishing of updated version on the Website.
1.7. Termination of the Agreement #
Either of Parties may terminate the Agreement unilaterally and extra judicially by sending a relevant notice. The date of termination of the Agreement will be the date coming 7 (seven) calendar days after sending the relevant notice.
2. Definitions #
Contract for the placement of goods from abroad on Ozon.ru (cross-border) means a contract describing the conditions for the sale of Goods through the use of the Platform, concluded between Ozon and the Seller, the text of which is published at https://docs.ozon.ru/global/contracts-for-sellers/dogovor/.
Order means an Item or a set of Goods that the Client ordered from the Seller through the resources of the Platform.
Certified Partner’s Account (CPA) means a personal page of Ozon Certified Partner on the website https://partner.ozon.ru/ containing information about the Sellers connected to Ozon Certified Partner and about third parties engaged by Ozon Certified Partner under the Agreement.
Item Page means a set of information placed on the Platform about the Item and the Seller, including images of the Item, text describing its characteristics, price and terms of sale.
Client means a fully capable natural person who purchases the Goods from the Seller on the Platform solely for personal needs not related to business activities.
Personal Account means a personal page of the Seller on the Platform and/or in the Ozon mobile app, containing information about the Seller, the Goods placed by the Seller and about all Orders from the Seller.
Platform means an aggregator of information about goods — an information system (computer program) hosted on the Website, which provides Customers with the opportunity to place Goods for the purpose of sale, as well as receive information about orders.
The Service Quality Index means an indicator of Ozon Certified Partner’s performance, determined by Ozon based on the results of evaluating work with the Sellers in respect of which Ozon Certified Partner provides services.
Seller means a person duly registered on the Platform, directly offering Goods for sale on the Platform and entering into a Contract for the placement of goods from abroad on Ozon.ru (cross-border).
Website means www.ozon.ru and Ozon mobile app, which are owned and operated by Ozon.
Certification means an online testing of Ozon Certified Partner conducted by Ozon regarding the issues of working with the Platform.
Ozon Certified Partner means a Party to this Agreement.
Delivery Service means a legal entity that delivers Orders.
Stock means a number of units of the Goods that the Seller intends to sell to the Clients through the Platform.
Test period means a period set by Ozon for Ozon Certified Partner, equal to 30 (thirty) calendar days from the date of conclusion of the Agreement.
Item (in plural also «Goods») means an object of the material world that the Seller has placed for sale on the Platform in accordance with the Contract for the placement of goods from abroad on Ozon.ru (cross-border).
Ozon means Internet Solutions Limited Liability Company (OGRN 1027739244741, legal address: Russia, 123112, Moscow, Presnenskaya embankment, 10, Room 1, floor 41, room 6), which is the owner and operator of the Platform.
3. The process of cooperation #
3.1. Access to the Seller’s Personal Account #
Upon agreement with Ozon Certified Partner, the Seller may provide Ozon Certified Partner with access to his/her Personal Account (including by fixing the appropriate settings in the Personal Account after connecting to Ozon Certified Partner). Ozon Certified Partner undertakes not to disclose to third parties the login and password from the Seller’s Personal Account, except when these persons act on behalf of Ozon Certified Partner. If Ozon Certified Partner suspects the insecurity of the login and password or the possibility of their unauthorized use by third parties, Ozon Certified Partner undertakes to notify Ozon and the Seller immediately. Ozon Certified Partner agrees that the Seller has the right to restrict the Ozon Certified Partner’s access to his/her Personal Account in connection with the refusal of the Ozon Certified Partner’s services.
3.2. Compliance with the Contract for the placement of goods from abroad on Ozon.ru (cross-border) #
In the course of providing the Services Ozon Certified Partner shall contribute to the compliance by the Sellers with the terms of the Contract for the placement of goods from abroad on Ozon.ru (cross-border), get acquainted with all the amendments therein, inform Sellers about amendments to the Contract for the placement of goods from abroad on Ozon.ru (cross-border).
3.3. Due diligence of Ozon Certified Partner #
Before posting information about Ozon Certified Partner at https://docs.ozon.ru/global/techpartners/list-of-tech-partners/ and/or https://seller.ozon.ru/ch/partners, Ozon shall conduct due diligence of Ozon Certified Partner on the basis of the data provided by Ozon Certified Partner. If there is a suspicion that Ozon Certified Partner provides false information, uses fraudulent methods to provide Services or if such information is received by the Sellers, Ozon has the right to conduct due diligence of Ozon Certified Partner’s activities, as a result of which the Agreement may be terminated, the information about Ozon Certified Partner may be removed from https://docs.ozon.ru/global/techpartners/list-of-tech-partners/ and/or https://seller.ozon.ru/ch/partners, the Certificate may be nullified and the Sellers may be notified that the Ozon Certified Partner is no longer an Ozon partner. Ozon Certified Partner will not be able to connect Sellers to the Certified Partner’s Account.
3.4. Certified Partner’s Account #
Ozon Certified Partner undertakes to connect all the Sellers to whom he/she provides Services, regardless of the period of their provision, via Certified Partner’s Account, and shall incur liability for the Seller’s activities on the Platform during the connection period. Data on the connection through the Certified Partner’s Account is considered as proof of cooperation between the Seller and Ozon Certified Partner, and will be used to assess and rate Ozon Certified Partner’s performance and in case of appeals by the Seller. Absence of new Sellers connected by Ozon Certified Partner in the Certified Partner’s Account for more than 45 (forty-five) days constitutes grounds for the termination of cooperation under the Agreement.
3.5. Ozon’s interaction with the Seller #
Ozon has the right to communicate directly with the Sellers on any issues. If the Seller contacts Ozon directly, Ozon has the right to initiate a quality check of the provision of services by Ozon Certified Partner and, if any of the following facts is revealed, cease cooperation with Ozon Certified Partner:
(a) Ozon Certified Partner provides the Seller with false information and/or information that does not correspond to the information placed on the Platform;
(b) Ozon Certified Partner does not accept the Seller’s complaints and/or does not bring them to the attention of Ozon;
(c) Other facts confirming the inadequate quality of the services provided by Ozon Certified Partner to the Seller.
The Parties acknowledge that in the event of disputes, the Parties are guided solely by the data of statistics and the Ozon information system.
3.6. The Service Quality Index #
Ozon has the right to set the Service Quality Index to evaluate Ozon Certified Partner’s performance and its critical level and modify this Index by notifying Ozon Certified Partner by sending an email. If Ozon Certified Partner’s quality indicators downgrades to critical values, Ozon has the right to unilaterally terminate the Agreement and block the access to the Certified Partner’s Account.
3.7. Test Period, Certification and Ozon Certified Partner’s Rating #
3.7.1. Certification #
Prior to signing this Agreement, Ozon shall conduct an initial Certification of Ozon Certified Partner in the form of an online test. At least 3 (three) employees of Ozon Certified Partner shall pass the initial Certification. Following the results of Certification, Ozon Certified Partner receives a Certificate for 3 (three) months, which is a confirmation of his/her cooperation with Ozon and may be extended in case of successful completion of subsequent certifications.
Certification is carried out by Ozon every 3 (tree) months from the date of conclusion of this Agreement. At least 3 (three) employees of Ozon Certified Partner shall pass the subsequent Certification. Ozon independently establishes the procedure of Certification and notifies Ozon Certified Partner thereof in advance.
Ozon has the right to require Ozon Certified Partner to pass additional Certification is there are complaints submitted by Sellers about the provision of services or other situations where additional confirmation of Ozon Certified Partner’s qualifications is required.
Ozon Certified Partner has the right to request Ozon to conduct Certification outside the general schedule for new employees of his/her company.
If Ozon Certified Partner fails to pass quarterly Certification for the first time, Ozon has the right to downgrade Ozon Certified Partner’s rating, for the second time, Ozon has the right to delete the information about Ozon Certified Partner from https://docs.ozon.ru/global/techpartners/list-of-tech-partners/ and/or https://seller.ozon.ru/ch/partners and make the certificate invalid, as well as block the ability to connect new Sellers to the Certified Partner’s Account. The Sellers will be notified that the Ozon Certified Partner is no longer an Ozon partner.
3.7.2. Test period #
After successful completion of the Certification, Ozon establishes a Test period for Ozon Certified Partner lasting 1 (one) month from the date of conclusion of this Agreement.
At the end of the Test period, Ozon evaluates the quality of Ozon Certified Partner’s services within 7 (seven) calendar days and informs Ozon Certified Partner about the results of the Test period. In case of successful passing of the Test Period, the information about Ozon Certified Partner is posted at https://docs.ozon.ru/global/techpartners/list-of-tech-partners/ and/or https://seller.ozon.ru/ch/partners.
3.7.3. Ozon Certified Partner’s Rating #
Ozon has the right to assign a rating to Ozon Certified Partner. The rating is determined based on the assessment obtained by Ozon Certified Partner within the framework of the Certification, and may be changed at the next Certification based on the assessment of the quality of services of Ozon Certified Partner and the assessment of the Sellers interacting with Ozon Certified Partner. Ozon evaluates Ozon Certified Partner’s services on a quarterly basis by surveying Sellers via Personal Account, by email, by phone or via other communication channels and assigns a rating to Ozon Certified Partner on a scale from 1 to 5. If Ozon Certified Partner’s rating falls below 3 (three) or if negative feedback from Sellers exceeds positive feedback, for the first time, Ozon Certified Partner will receive a warning, for the second time, the information about Ozon Certified Partner will be removed from https://docs.ozon.ru/global/techpartners/list-of-tech-partners/ and/or https://seller.ozon.ru/ch/partners, for the third time, the Certificate is reset and the ability to connect new Sellers in the personal account of the Certified Partner is blocked.
3.8. Communication rules #
Any official communication between the Parties under the Agreement shall be made in the form of electronic messages in Russian and/or in English and/or other language agreed upon by the Parties and shall be sent to the recipient’s email address and/or via other communication channels agreed upon by the Parties.
The correspondence 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).
Ozon Certified Partner shall regularly check his/her email. Ozon shall not be liable for any negative consequences stemming from Ozon Certified Partner’s untimely familiarization with the notifications.
4. Liability of the parties #
4.1. General liability provisions #
In case of non-performance or improper performance by either of the Parties of his/her obligations under the Agreement, the Parties shall be held liable pursuant to the Agreement and, in the part not regulated by the Agreement, pursuant to the laws of the Russian Federation.
4.2. Liability for disclosure of confidential information #
If Ozon Certified Partner discloses confidential information received as part of the provision of Services, Ozon Certified Partner is obliged to pay Ozon a fine in the amount of 1 000 000 (one million) rubles for each case of disclosure.
4.3. Liability for breach of Representations and Warranties #
If Ozon Certified Partner breaches any of Representations and Warranties provided under this Agreement, Ozon has the right to unilaterally terminate this Agreement immediately.
4.4. Compensation for damage #
If, as a result of the performance of obligations under this Agreement (including, but not limited to, the incorrect advice to the Seller, unfair acts by Ozon Certified Partner), Ozon Certified Partner and/or the Seller caused damage to Ozon, Ozon Certified Partner together with the Seller are obliged to compensate such documented damage in full based on a written claim by Ozon.
4.5. Ozon Disclaimer #
Ozon has the right, upon notifying Ozon Certified Partner, to suspend the operation of the Website or the Platform for technical, technological or other reasons. Ozon does not compensate Ozon Certified Partner for possible lost profits due to the suspension of the Website or the Platform.
4.6. Conclusion of similar agreements #
Ozon has the right to enter into agreements similar to this Agreement with third parties. Ozon Certified Partner is not entitled to claim compensation for any losses (including lost profits) incurred as a result of similar activities carried out by third parties.
5. Representations and warranties #
5.1. Authenticity of representations #
All Representations shall be authentic, valid, accurate, and not misleading as of the date of conclusion of the Agreement. In case of occurrence of any circumstances, which can indicate their unauthenticity, invalidity or inaccuracy, Ozon Certified Partner should immediately advise Ozon thereof.
5.2. Ozon Certified Partner’s representations #
All documents and information provided prior to the conclusion of the Agreement and/or during the preliminary legal due diligence of Ozon Certified Partner were authentic, valid, accurate and not misleading, when submitted, including the information that is published by Ozon at https://docs.ozon.ru/global/techpartners/list-of-tech-partners/ and/or https://seller.ozon.ru/ch/partners.
Ozon Certified Partner has all the resources and powers necessary for the conclusion and performance of the Agreement.
The Seller is not affiliated or independent person of Ozon Certified Partner. Ozon Certified Partner is not a supplier or buyer of the Seller’s Goods.
At the time of conclusion of the Agreement and during its term, Ozon Certified Partner complies with the requirements of competition law and does not take actions restricting competition.
In the event of any circumstances that may indicate the unreliability of representations and warranties, Ozon Certified Partner is obliged to immediately inform Ozon thereof.
Ozon Certified Partner confirms that he/she undertakes to comply with the requirements (confirms that he/she complies with the requirements) of all applicable laws, including laws related to combating the legalization of proceeds from crime, combating corruption and bribery, complying with sanctions and combating illegal trade, prohibiting the use of child or forced labor, the proper use of confidential information (including insider information), and not to take any action that may lead to a violation of such laws, not to promote, encourage or induce anyone to participate in such activities.
Ozon Certified Partner agrees that, to control quality of the Platform use, as well as Ozon Certified Partner’s performance of the Agreement, Ozon may at any time conduct due diligence on Ozon Certified Partner, including, but not limited to, by requesting supporting documents (constituent, organizational instruments, identity documents, etc.) and information from Ozon Certified Partner, as well as verifying their accuracy and validity. Ozon Certified Partner guarantees that the provision of relevant documents and information does not breach any agreements with third parties, including in terms of the confidentiality of restricted information (information constituting a trade secret, personal data, etc.), as well as the applicable provisions of the current legislation.
Ozon Certified Partner 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).
Ozon Certified Partner also confirms his/her consent 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, Tax Compliance Clause and Personal Data Clause. Ozon Certified Partner agrees to the terms of these clauses and undertakes to follow them by accepting the terms of the Agreement.
Ozon Certified Partner has the organizational, financial, human, and other resources necessary for due performance of the Agreement; no other documents or information which could adversely affect Ozon’s opinion in assessing the potential risks associated with conclusion or performance of the Agreement exist, and Ozon Certified Partner 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 Agreement with Ozon Certified Partner.
6. Intellectual property #
6.1. 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 «IP Objects»). The conclusion of the Agreement may not be interpreted as granting Ozon Certified Partner any licenses and/or rights of use in respect of Ozon’s IP Objects.
6.2. Without Ozon’s prior consent, Ozon Certified Partner may not publicly refer to Ozon’s trade name (as well as its logo or trademarks).
6.3. Ozon may publicly refer to the Ozon Certified Partner’s trade name (as well as its logo or trademarks) to indicate him/her as one of Ozon Certified Partners on the Platform as well as in other circumstances, including when promoting the Platform.
6.4. Either Party undertakes not to register the IP Objects similar to the IP Objects of the other Party and not to use the information provided about the IP Objects of the other Party except in connection with performance of the Agreement.
6.5. The creation of materials and information for the Item Pages is carried out by Ozon Certified Partner only under a separate agreement with the Seller. The Parties acknowledge that all materials uploaded by Ozon Certified Partner to the Item Pages are received from the Seller and this action is agreed with the Seller. Under no circumstances shall Ozon be liable to the Seller or third parties for the specified materials and information.
6.6. Ozon Certified Partner must inform the Seller about the observance of trademark rights when selling goods, including the content of the right to a trademark, about the lawful use of trademarks, about the procedure for resolving disputes arising from the use of trademarks by the Seller, about the procedure for interacting with Ozon Certified Partner and representatives of Ozon in the event of a dispute with a third party regarding the use of a trademark by the Seller. Ozon Certified Partner must advise and provide information support to the Seller if the Seller has issues related to the use of trademarks, and make every effort to ensure that any complaint or claim arising from the violation of intellectual property rights is resolved by the Sellers.
7. Applicable law and dispute resolutions #
7.1. The Agreement shall be governed in accordance with the laws of the Russian Federation.
7.2. In all other respects that are not provided for by this Agreement, the Parties will be guided by the current legislation of the Russian Federation.
7.3. All disputes arising in the process of performance of this Agreement shall be resolved by negotiations in the form of an exchange of claims in writing. The claim must contain the requirements of the interested Party and their justification, indicating the provisions of the law and (or) the terms of the Agreement violated by the other Party. Copies of documents confirming the circumstances set forth in it must be attached to the claim. The Party that has received the claim is obliged to consider it and send a written reasoned response to the other Party within 30 (thirty) days from the receipt of the claim.
7.4. If Parties fail to reach mutual agreement by negotiations, all disputes, disagreements or claims arising out of or in connection with this Agreement, including those relating to its entry into force, conclusion, amendment, performance, violation, termination or validity, shall be submitted to the Arbitrazh court of the city of Moscow in accordance with its applicable rules and regulations.
8. Confidentiality and personal data #
8.1. 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 Agreement.
Confidential information under the Agreement 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 email, orally or in other ways.
The Parties undertake to:
- use Confidential Information only for the purposes of the Agreement;
- transfer Confidential Information only to those of its employees who need it for the purposes of the Agreement, and with whom confidentiality obligations have been signed;
- 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);
- protect the received Confidential Information from unauthorized access by third parties for 3 (three) years after the termination of the Agreement.
Confidential information does not include publicly available information.
Ozon’s Confidential information may potentially contain inside information of the Ozon Group in accordance with the securities and exchange legislation or the rules of the stock exchange applicable to such inside information. The Party receiving Ozon’s insider information may be subject to the specified securities legislation or the rules of the stock exchange.
8.2. Public statements #
Ozon Certified Partner doesn’t have the right to make any public statements in any form, including, but not limited to, the media, on the Internet, of the fact and/or about the terms and conditions of the Agreement (“Public Statements”) without the prior written consent of Ozon, and if such consent is obtained, Ozon Certified Partner intending to make such Public statements undertakes to coordinate and approve their content with Ozon.
8.3. Personal Data #
The provisions of the “Personal Data Clause” apply to the relations of the Parties.
8.4. Personal Data contained in the Seller’s Personal Account #
In cases where Ozon Certified Partner gains access to the Personal Data contained in the Seller’s Personal Account, Ozon Certified Partner is obliged to comply and obliged the third parties engaged by him/her to comply with the rules and principles of processing of such Personal Data provided by the Federal Law of July 27, 2006 № 152-FZ “On personal data” and other applicable regulations, while remaining liable for the actions/omissions of such third parties in relation to the Personal Data contained in the Seller’s Personal Account, as well as:
(a) to destroy or ensure the destruction by third parties of the Personal Data contained in the Seller’s Personal Account when the purpose of their processing has been achieved (the provision of services under the Agreement), 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 Personal Data contained in the Seller’s Personal Account 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 the Personal Data contained in the Seller’s Personal Account necessary for its control at Ozon’s request within 10 (ten) calendar days from the date of receipt of such a request;
(c) immediately (within 24 (twenty-four) hours from the date of discovery) to notify Ozon about the leakage of the Personal Data contained in the Seller’s Personal Account and/or other incident with such Personal Data, as well as to provide detailed information about the leakage and/or other incident at pdn@ozon.ru.
9. Miscellaneous provisions #
9.1. Language of the Agreement #
This Agreement is drawn up in Russian and English. In case of inconsistency between the versions, the version of the Agreement in Russian has priority.
9.2. Assignment of rights #
Ozon Certified Partner is not entitled to assign and/or transfer in any other way the rights and/or obligations under the Agreement to third parties without the prior written consent of Ozon. Ozon Certified Partner must prove the fact of such consent. Ozon has the right to assign and/or transfer in any other way the rights under the Agreement to any third parties without the consent of Ozon Certified Partner.
9.3. Independence of the provisions of the Agreement #
The invalidity of individual provisions of the Agreement does not affect the validity of the remaining provisions of the Agreement and the Agreement as a whole.