Agreement with Ozon Tech Partners (cross-border) |

1. General Provisions #

1.1. This Agreement governs the relationship between Ozon and Tech Partners providing services under this Agreement as a Contractor (hereinafter referred to as the “Agreement”).

1.2. This Agreement is a framework agreement (Article 429.1 of the Civil Code of the Russian Federation) and is not a public agreement (Article 426 of the Civil Code of the Russian Federation).

1.3. This Agreement is considered concluded from the date of signing by both Parties of the Addendum to the Agreement containing commercial terms (hereinafter referred to as the “Addendum” or “Commercial Terms”).

2. Terms and Definitions #

2.1. 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/.

2.2. Order means an Item or a set of Items that the Client ordered from the Seller through the resources of the Platform.

2.3. Contractor’s Account (CA) – the Contractor’s personal page on the website https://partner.ozon.ru/ containing information about the Sellers connected to the Contractor and about third parties engaged by the Contractor under the Agreement.

2.4. 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.

2.5. Client is a fully capable natural person who purchases the Goods from the Seller on the Platform solely for personal needs not related to business activities.

2.6. Personal Account means the personal page of the Seller on the Platform and/or in the Ozon mobile application, containing information about the Seller, the Goods placed by the Seller and about all Orders from the Seller.

2.7. Platform means an aggregator of information about goods — an information system (computer program) hosted on the Site, which provides Customers with the opportunity to place goods for the purpose of sale, as well as receive information about orders.

2.8. The Service Quality Index means an indicator of the Contractor’s performance, determined by Ozon based on the results of evaluating work with the Sellers in respect of which the Contractor provides services.

2.9. 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).

2.10. Website means www.ozon.ru and Ozon mobile app, which are owned and operated by Ozon.

2.11. Certification means the online testing of the Contractor conducted by Ozon regarding the issues of working with the Platform.

2.12. Delivery Service means a legal entity that delivers Orders to Clients.

2.13. Stock means the number of units of the Goods that the Seller intends to sell to the Clients through the Platform.

2.14. Test period means the period set by Ozon for the Contractor, equal to 90 (ninety) calendar days from the date of conclusion of the Agreement.

2.15. Tech Partner means the Contractor under this Agreement.

2.16. Goods (in sing. – Item) means an object of the material world, which 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).

2.17. 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. Subject of the Agreement #

3.1. The Contractor undertakes to provide Ozon with the following services for a remuneration (hereinafter referred to as the " Services “), including, but not limited to:

3.1.1. Services for the search and attraction of Sellers potentially interested in concluding a Contract for the placement of goods from abroad on ozon.ru (cross-border), as well as services for advising potential Sellers on issues related to registration on the Platform for the purpose of the conclusion by the Seller of a Contract for the placement of goods from abroad on ozon.ru (cross-border) with Ozon.

3.1.2. Services to support the activities of the Sellers on the Platform:

advising on the content and terms of the Contract for the placement of goods from abroad on ozon.ru (cross-border) with Ozon, advising on the Seller’s choice of available models of work, methods and Delivery Services;
assistance to the Seller in creating and filling in the Item Pages on the Platform by the Seller;
advising and supporting the Seller on operational and technical issues of working on the Platform;
assistance to the Seller on the process of monitoring the Item Pages and the Stock;
other services additionally agreed by the Parties.

3.2. If the Contractor provides directly to the Seller services that are not provided for in paragraph 3.1 of this Agreement, the Contractor undertakes to conclude an agreement for their provision with the Seller directly. Under no circumstances will Ozon pay for such services and shall not be liable for the acts or omissions of the parties to such an agreement.

4. Involvement of Third Parties #

4.1. The Contractor may involve third parties in the performance of its obligations under this Agreement, while remaining liable to Ozon for performance of the Agreement.

If the involvement by the Contractor of third parties involves obtaining access by such third parties to the Personal Account of the Seller, the Contractor has the right to involve such third parties only subject to prior notification to Ozon. The notification shall be sent by the Contractor with attached documents confirming that such third parties have been duly authorized by the Seller to act in the Personal Account on behalf and in the interests of the Seller.

4.2. The Contractor undertakes to provide Ozon with information about the name and legal address (location) of third parties involved in the performance of obligations under this Agreement, the subject and price of the agreement concluded with such third parties, and also provide a copy of such an agreement within 5 (five) business days from the date of its signing. The Contractor is responsible for failure to provide, untimely provision of information about third parties involved by the Contractor, as well as for providing Ozon with false information about such third parties.

5. Limitation of the Contractor’s Activities #

5.1. Under this Agreement, the activities of the Contractor are limited solely to the provision of consulting and support services for the search, attraction and support of potential Sellers to the Platform for the purpose of further conclusion by Sellers with Ozon of the Contract for the placement of goods from abroad on ozon.ru (cross-border) with Ozon. Coordination of the conditions of the Seller’s work on the Platform, conclusion and signing of the Contract for the placement of goods from abroad on ozon.ru (cross-border) with the Seller, as well as any other interaction with the Sellers on issues related to the work of the Seller on the Platform, is carried out by Ozon independently.

6. Procedure of Provision of Services #

6.1. Upon agreement with the Contractor, the Seller may provide the Contractor with access to his personal account (including by setting the appropriate settings in the personal account after connecting to the Contractor). The Contractor 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 the Contractor. If the Contractor suspects the security of the login and password or the possibility of their unauthorized use by third parties, the Contractor undertakes to immediately notify Ozon about this. The Contractor agrees that the Seller has the right to restrict the Contractor’s access to his personal account in connection with the refusal of the Contractor’s services.

Compliance with the Contract for the placement of goods from abroad on OZON.RU (cross-border) #

6.2. The Contractor in the process of providing the Services contributes to the compliance by the Sellers with the terms of the Contract for the placement of goods from abroad on ozon.ru (cross-border), timely familiarizes himself with all the changes in it, informs Sellers about changes in the Contract for the placement of goods from abroad on ozon.ru (cross-border).

Due diligence of the Seller #

6.3. Ozon has the right, on its own and without warning, to carry out its own due diligence of the Seller engaged by the Contractor. Based on this review, Ozon has the right to reject the Seller’s application for registration on the Platform.

The right to refuse the Seller to conclude the Contract for the placement of goods from abroad on OZON.RU (cross-border) #

6.4. The Contractor is notified that Ozon has the right to refuse any Seller to activate the Personal Account and conclude the Contract for the placement of goods from abroad on ozon.ru (cross-border). Ozon will not, under any circumstances, reimburse the Contractor for losses incurred in connection with this, including, but not limited to, possible lost profits.

Due diligence of the Contractor #

6.5. If it is suspected that the Contractor uses fraudulent methods to provide Services and/or misleads Ozon to receive additional remuneration under the Agreement, Ozon has the right to conduct an audit. Based on the results of the audit, Ozon has the right to adjust the amount of the Contractor’s remuneration unilaterally or terminate the Agreement unilaterally with prior written notice.

6.6. Contractor’s account

Granting access #

6.6.1. Within 7 working days from the date of signing the Commercial Terms by the Parties, Ozon sends a link to the Contractor’s e-mail for registration in CA.

6.6.2. When registering in CI, the Contractor sets a login and password that he uses when authorizing in CI, and Ozon uses them to authenticate the Contractor, certifying his right to access CI.

The Contractor undertakes to take all necessary measures to ensure the confidentiality of the login and password and not to disclose the login and password to third parties, except when these persons act on behalf of the Contractor (while he is responsible for their actions as for his own).

Connecting the Seller to the Contractor #

6.6.3. Through the CI, the Contractor gets access to information about applications for connection from the Sellers. The Contractor accepts the acceptance of the application for connection by pressing the “Accept” button, after which the Seller additionally confirms the consent to the connection in his personal account.

By agreement of the Parties, the Seller may also provide the Contractor with access to his personal account by setting the appropriate technical settings in the Seller’s personal account.

After connecting the Seller to the Contractor, his name will be displayed in the CI in the “Connected sellers” tab. The Parties acknowledge that the data reflected in the CI is the only proper confirmation of the connection of the Seller to the Contractor.

Ozon has the right to refuse the Seller to connect to the Contractor’s services without explanation.

Right to deactivate personal account #

6.6.4. Ozon has the right to deactivate CI in the following cases:

(a) termination of the Agreement between Ozon and the Contractor;

(b) violation by the Contractor of the terms of the Agreement.

Sellers Training #

6.7. Ozon may communicate directly with the Sellers on any issues. In the event that the Seller contacts Ozon directly, Ozon has the right to initiate a quality check of the provision of services by the Contractor and, if any of the following facts is revealed, refuse to pay the Remuneration:

(a) the Contractor does not answer the Seller’s questions regarding the Platform;

(b) the Contractor provides the Seller with false information and / or information that does not correspond to the information placed on the Platform;

(d) Other facts confirming the inadequate quality of the services provided by the Contractor. In this case, refusal to pay the remuneration will not be considered a breach of Ozon’s obligations.

Seller’s Complaints #

6.8. The Contractor shall immediately notify Ozon of all Seller’s complaints about the operation of the Platform.

Sellers Consulting #

6.9. The Contractor is obliged to advise the Seller during the Seller’s working hours or at other times as agreed between the Contractor and the Seller. The Contractor and the Seller shall agree on the appropriate deadlines for responding to the Seller’s requests between themselves.

6.10. The Contractor explains to potential Sellers the terms of the Contract for the placement of goods from abroad on ozon.ru (cross-border), and if the Contractor has doubts about the understanding of the Contract by the Seller for the placement of goods from abroad on ozon.ru (cross-border), the Contractor, in order to avoid possible errors, must first consult with Ozon Support service.

6.11. The Contractor undertakes to verify the accuracy of all information provided by the potential Seller before registration.

Advice on Item Pages #

6.12. The Contractor, during the period of rendering services, provides consulting services for the creation of Item Pages in the following order:

6.12.1. During the creation of the Item Page, the Contractor undertakes to consult the Seller in order to identify possible errors that occurred during the download of the content.

6.12.2. The Contractor undertakes to provide consulting support in order to ensure that the Item Pages comply with the requirements set by Ozon and not allow the publication of Item Pages with content that contradicts such requirements.

6.12.3. The Contractor undertakes to monitor the quality of the Seller’s work. If the Seller, whose activity is accompanied by the Contractor, is blocked or the Seller’s Goods are blocked due to a violation of the Contract for the placement of goods from abroad on ozon.ru (cross-border), and / or the provision of Ozon services under the Contract for the placement of goods from abroad on ozon.ru (cross-border) will be suspended due to the Seller’s violation of its terms, then the Contractor’s services for the reporting period are considered to be rendered improperly, cannot be accepted by Ozon, and the Contractor’s remuneration for the reporting period in which the Seller or its Goods were blocked and/or suspended the provision of Ozon services in view of the violation of the Contract for the placement of goods from abroad on ozon.ru (cross-border), is not subject to payment.

6.13. The Parties acknowledge that in the event of disputes regarding the scope of the Services provided, the Parties are guided solely by the data of statistics and the Ozon information system.

7. Refusal to Registration #

7.1. Ozon has the right to refuse to register and activate the Seller on the Platform if (including, but not limited to):

The Seller is located in the so-called blacklist by Ozon (at the discretion of Ozon);
The Seller has not passed Ozon’s due diligence check;
The Seller is accompanied by another Contractor;
Other reasons.

8. Test Period, Certification and Rating of the Contractor #

Certification #

8.1. Prior to signing this Agreement, Ozon conducts the initial Certification of the Contractor in accordance with the Rules for the assessment (certification) posted on the Site. Certification is carried out by Ozon every 6 (six) months from the date of conclusion of this Agreement, or at other times as decided by Ozon. Ozon independently establishes the procedure for the Certification and notifies the Contractor about it in advance. Re-Certification may be conducted at intervals of 1 (once) every six months.

Test Period #

8.2. After successful completion of the Certification, Ozon establishes a Test period for the Contractor lasting 3 (three) months from the date of conclusion of this Agreement. At the end of the Test period, Ozon evaluates the quality of the Contractor’s services within 7 (seven) calendar days and informs the Contractor about its result.

8.3. Ozon has the right to set additional parameters that affect the assessment of the Contractor, notifying the Contractor of this no later than 14 (fourteen) calendar days before the start of the assessment taking into account such additional parameters.

Pass results #

8.4. If, based on the results of the Certification or after the end of the Test period, the Contractor is recognized as not having passed the Certification or Test period, the Contractor’s services are not considered rendered and are not payable. In this case, any of the Parties has the right to refuse further execution of the Agreement in the manner prescribed by the Section “Termination of the Agreement”.

Contractor’s Rating #

8.5. Ozon has the right to assign a rating to the Contractor. The rating is determined based on the assessment obtained by the Contractor within the framework of the Certification, and may be changed at the next Certification based on the assessment of the quality of services of the Contractor and the Sellers interacting with the Contractor.

8.6. In the event of a decrease in the rating of the Contractor, Ozon has the right to suspend the provision of services by the Contractor or unilaterally and out of court terminate this Agreement by sending a notification by e-mail 5 (five) working days before the date of termination.

Service quality indicators #

8.7. Ozon has the right to calculate and assign Service Quality Indicators to the Contractor based on the assessment received by the Contractor from the Seller. The evaluation format, criteria, frequency are determined by Ozon and may be specified on the Site.

9. Remuneration of the Contractor #

9.1. The remuneration of the Contractor for the provision of Services shall be specified in the Addendum (Commercial Terms) to this Agreement.

9.2. The amount of the Contractor’s remuneration is calculated as a percentage of the cost of the Goods sold by the Seller for the reporting period before the deduction of Ozon’s remuneration, unless otherwise provided by the Addendum.

9.3. For the purposes of calculating the remuneration of the Contractor, the Item is considered to be sold if it was successfully transferred to the Client, and the Client did not refuse it within the time limits stipulated by the Contract for the placement of goods from abroad on ozon.ru (cross-border) and/or the Terms of sale of Goods for individuals in ozon.ru (located at: https://docs.ozon.ru/common/pravila-prodayoi-i-rekvizity/usloviya-prodayoi-tovarov-dlya-fizicheskih-lits-v-ozon-ru/). In the event that the Client refuses the Goods or returns the Goods after the transfer of the goods to the Client for any reason established by law or the Contract for the placement of goods from abroad on ozon.ru (cross-border) and / or the Terms of sale of Goods for individuals in ozon.ru, the Goods is considered unrealized, and the remuneration for Services on it is not payable to the Contractor. In the event that the return of the Goods or the rejection of it occurred after the payment of remuneration to the Contractor, the remuneration of the Contractor in the subsequent period is subject to decrease by the appropriate amount. In the event that no sales of the Goods were made in the subsequent period, the Contractor undertakes to return the overpaid amount within 5 (five) business days from the end date of the subsequent reporting period (following the month for which the overpayment was made).

9.4. In the event that the Client refuses the Goods or returns the Goods after the transfer of the goods to the Client for any reason established by law or the Contract for the placement of goods from abroad on ozon.ru (cross-border) and / or the Terms of sale of Goods for individuals in ozon.ru, the Goods is considered unrealized, and the remuneration for Services on it is not payable to the Contractor.

9.5. In the event that the return of the Goods or the rejection of it occurred after the payment of remuneration to the Contractor, the remuneration of the Contractor in the subsequent period is subject to decrease by the appropriate amount. In the event that no sales of the Goods were made in the subsequent period, the Contractor undertakes to return the overpaid amount within 5 (five) business days from the end date of the subsequent reporting period (following the month for which the overpayment was made).

10. Reporting Period #

10.1. The reporting period under this Agreement is the Test period, and upon completion of the Test period by the Contractor - a calendar month.

11. Reporting Documents #

11.1. Reporting documents are drawn up on the basis of data provided by the relevant Seller in the Personal Account.

11.2 The Contractor, within 5 (five) working days from the date of the end of each reporting period, sends to Ozon in electronic form of the certificate of services rendered, dated the last day of the corresponding Reporting period.

11.3. Ozon, within 5 (five) working days from the date of receipt of documents from the Contractor, is obliged to:

(a) In the absence of disagreements, sign the documents and send a scanned copy of the signed certificate of services rendered to the Contractor; or

(b) If there are disagreements, send reasoned objections to the Contractor. Upon receipt of the objections, the Contractor makes changes and sends the corrected documents to Ozon, and Ozon is obliged to sign them and send one copy of the document to the Contractor or reject the amended documents and send them for a new review. In any case, the documents must be agreed upon by the Parties before the end of the next Reporting Period.

11.4. The Parties recognize the legal force of a scanned copy of the certificate of Services Rendered, signed by an authorized person, sent to the email addresses of the Parties.

11.5. If the Contractor is connected to the EDI system used by Ozon, then the signing of documents is carried out through such an EDI system.

12. Payment for the Services and Payment Procedure #

12.1. The Payment Day as the day established for making payments to the Contractor is Tuesday or Thursday (hereinafter referred to as the “Payment Day”), unless otherwise provided by the additional agreement. Ozon makes payment for the Contractor’s services on the first Payment Day after the expiration of 45 (forty-five) calendar days from the date of signing by the Parties of the Certificate of Services Rendered, unless otherwise provided by the Addendum.

12.2. Payment shall be not earlier than on the Payment Day made by transfer of funds to the account of the Contractor.

If the Payment Day falls on a weekend or public holiday, the payment date is automatically transferred to the next working Payment Day (including the next working day at the bank where Ozon has an account). The Parties have agreed that in this case the payment is recognized as made on time, sanctions for violation of the terms of payment are not applied.

If the date of payment under the Agreement falls before the Payment Day, payment is made on the next Payment Day and is not recognized as executed in violation of the terms of the Agreement. The moment of fulfillment of the monetary obligation is the date of debiting the funds from the Ozon settlement account.

12.3. The amount of remuneration, the currency of payments and other terms of payment are determined in the Addendum (Commercial terms).

13. Responsibilities of the Parties #

13.1. In case of non-performance or improper performance by one of the Parties of its obligations under the Agreement, the Parties shall be liable in accordance with this Agreement, and in the part not regulated by the Agreement - in accordance with the legislation of the Russian Federation.

Responsibility for actions in the Personal Account #

13.2. The Contractor is liable to Ozon for all actions performed by him in the Seller’s Personal Account as part of the provision of Services, unless he proves that he performed them on the direct instructions of the Seller.

Liability for improper provision of Services #

13.3. In the event that Ozon becomes aware of the improper provision of Services by the Contractor, including, but not limited to, violation by the Contractor of the terms of the Agreement and / or instructions received from Ozon; and / or providing incorrect advice to the Seller regarding the terms of execution of the Contract for the placement of goods from abroad on ozon.ru (cross-border), Ozon has the right to terminate this Agreement unilaterally. In this case, the remuneration to the Contractor under the Agreement is not payable, and the Contractor compensates Ozon in full for documented losses, including, but not limited to, the costs of proceedings with state authorities, including tax authorities, sanctions imposed by such authorities, accrued penalties, fines, losses due to the impossibility of reimbursement of value added tax, costs of legal representatives and other possible costs (if any).

Responsibility for disclosure of confidential information #

13.4. If the Contractor discloses Confidential Information received as part of the provision of Services, the Contractor shall pay Ozon a fine in the amount of 1,000,000 (one million) rubles for each case of violation.

Compensation for damage #

13.5. If, as a result of the performance of obligations under this Agreement, the Contractor caused damage to Ozon or the Seller, the Contractor is obliged to compensate such documented damage in full based on a written claim by Ozon and/or the Seller.

Ozon Disclaimer #

13.6. The Parties hereby acknowledge that any claims against Ozon under or in connection with the Agreement are limited to compensation for actual damages and do not include lost profits or other consequential damages. The Contractor will indemnify Ozon against any claims and claims of third parties in connection with its performance of Services and will reimburse Ozon for any property losses, costs and expenses (including expenses for external legal advisers).

Conclusion of similar agreements #

13.7. Ozon may enter into agreements similar to this Agreement with third parties. The Contractor is not entitled to claim compensation for any losses (including lost profits) incurred as a result of similar activities carried out by third parties.

14. Term of the Agreement #

14.1. The Agreement enters into force from the moment specified in clause 1.3 and is valid for 1 (one) year or until the date specified in the relevant Addendum.

14.2. If within 14 (fourteen) calendar days before the expiration of the Agreements, none of the parties objected to the extension of its validity, the Agreement is automatically extended for one year on the same terms. The Agreement can be automatically renewed an unlimited number of times.

15. Termination of the Agreement #

15.1. The Agreement may be terminated unilaterally and extrajudicially by sending a relevant notice. The date of termination of the Agreement will be the date coming 14 (fourteen) calendar days after sending the relevant notice.

15.2. If the Contractor refuses to perform the Agreement earlier than the term established by the Agreement for notification of termination of the Contract, or if it is impossible to perform the Contract for any reason (except for reasons caused by deliberate guilty actions of Ozon), the Contractor is obliged, at the request of Ozon, to compensate all documented losses of Ozon.

15.3. Ozon has the right to unilaterally and extrajudicially terminate the Agreement on the date of sending the relevant notice if:

(a) any of the Representations provided by Ozon to the Contractor when entering into this Agreement turns out to be unreliable;

(b) the Contractor has not passed the Test period or Certification;

(d) the Contractor does not comply with the terms of the Agreement (including the confidentiality regime and obligations regarding intellectual property);

(e) the Contractor fails to comply with any of the other obligations provided by the Agreement; or

(f) in other cases provided for by law or the Agreement.

15.4. Ozon has the right, upon notifying the COntractor, to suspend the operation of the Site or the Platform for technical, technological or other reasons. Ozon does not compensate the Contractor for possible lost profits due to the suspension of the Site or Platform.

16. Amendment of the Agreement #

16.1. Ozon has the right to unilaterally change the terms of the Agreement (including the amount of remuneration provided for by the Agreement) by notifying the Contractor at least 14 (fourteen) calendar days before the entry into force of such changes.

16.2. In case of disagreement with the proposed changes to the Agreement, the Contractor is obliged to send Ozon a notice of termination of the Agreement within 3 (Three) calendar days, otherwise such changes from the date of their entry into force are considered agreed by both Parties, apply to the relationship between them and become an integral part of the Agreement.

17. Representations and Warranties #

17.1. Each Party hereby represents and warrants that:

(a) The Party is duly registered under the laws of the country of incorporation, has all necessary permits, licenses and other documents for carrying out business activities, and is not affiliated with the other Party and / or an interdependent person with the other Party (including within the meaning of Section V.1 of the Tax Code of the Russian Federation);

(b) The Party has taken all actions (including, if applicable, obtained the necessary corporate approvals) necessary to enter into the Agreement and fulfill its obligations hereunder, and the Agreement is its legal and valid obligation, which can be enforced;

(c) Each person participating in the conclusion of the Agreement on its behalf and / or performing any actions within the framework of the execution of the Agreement is duly authorized to carry out such actions and has the right to represent the interests of the relevant party.

Representations and warranties of the Contractor #

17.2. The Contractor provides Ozon with the following representations and warranties:

17.2.1. All documents and information provided prior to the conclusion of the Agreement and/or during the preliminary legal and financial due diligence of the Contractor are true, valid, accurate and not misleading.

17.2.2. The Contractor has all the resources and powers necessary for the proper performance of obligations under this Agreement.

17.2.3. The Contractor is a duly authorized representative of the Seller for the purpose of providing Services. Ozon has the right to request documents confirming the relevant authority of the Contractor provided by the Seller.

17.2.4. The Contractor undertakes to fully, within the time limits established by the legislation of the relevant state, fulfill the obligations for the calculation and payment of all applicable taxes and fees arising in connection with the fulfillment of obligations under this Agreement.

17.2.5. The Seller is not affiliated or interdependent person of the Contractor;

17.2.6. The Contractor is not a supplier or buyer of the Seller’s Goods;

17.2.7. At the time of conclusion of the Agreement and during its validity, the Contractor complies with the requirements of competition law and does not take actions restricting competition.

17.3. In the event of any circumstances that may indicate the unreliability of representations and warranties, the Contractor is obliged to immediately inform Ozon about this.

17.4. If a third party files a lawsuit or claim against Ozon in connection with the violation of the rights or legitimate interests of third parties (including intellectual property rights) in connection with the services under this Agreement, then the Contractor is obliged, at the request of Ozon, to participate in the dispute and compensate Ozon for all expenses incurred in connection therewith.

Legal Compliance #

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

The Contractor confirms that it undertakes to comply with the requirements (confirms that it 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.

The Contractor guarantees and confirms the implementation of a sufficient and effective internal control system; measures to detect and prevent bribery and commercial bribery with the participation and (or) in relation to their employees in the process of exercising their official duties; legalization of proceeds from crime; violations of applicable sanctions and illegal trade; improper use of confidential information (including insider information).

The Contractor also confirms its agreement with the main provisions of the Ozon anti-corruption and ethical business policies posted on the Platform and follows them.

Anti-corruption clause #

17.6. The parties undertake to comply with the terms of the anti-corruption clause published on the page https://docs.ozon.ru/common/pravila-prodayoi-i-rekvizity/anticorrupzionnaya-ogovorka/.

Information disclosure #

17.7. The Contractor has the organizational, financial, human and other resources necessary for the proper execution of the Agreement; there are no other documents or information that could adversely affect the opinion of Ozon when assessing potential risks associated with the conclusion or execution of the Agreement, there are no facts, questions or other circumstances that were not disclosed in writing to Ozon, the disclosure of which could would influence Ozon’s desire to enter into an Agreement with the Contractor.

No obstacles to fulfill the Agreement #

17.8. The signing or execution of the Agreement is not a violation and will not lead to a violation of:

(a) the charter or other corporate or other internal documents of the Contractor;

(b) the provisions of the laws or regulations of the Russian Federation;

(c) the terms or conditions of any other agreements or Agreements to which the Contractor is a party, or such that are binding on the Contractor; and will not result in default under any such agreement or Agreement.

18. Intellectual Property #

18.1. Each Party retains all rights to intellectual property, trademarks and / or other intellectual property objects belonging to it (including logos, designs, drawings) that can be used under the Agreement (hereinafter referred to as the " IP Objects “). The conclusion of the Agreement cannot be interpreted as granting the Contractor any licenses and / or rights of use in relation to Ozon IP Objects.

18.2. Without the prior consent of Ozon, the Contractor may not use or publicly refer to Ozon’s trade name (or its logo or trademarks).

18.3. Ozon has the right to publicly refer to the trade name of the Contractor (as well as its logo or trademarks) to indicate it as one of the Contractors on the Platform, and in other circumstances, including when promoting the Platform.

18.4. Each Party undertakes not to register IP Objects similar to IP Objects of the other Party, and not to use the information provided about IP Objects of the other Party, except in connection with the execution of the Agreement.

18.5. The creation of materials and information for the Item Pages is carried out by the Contractor beyond the Agreement, under a separate agreement with the Seller. The Parties acknowledge that all materials uploaded by the Contractor to the Item Pages are received from the Seller and this action is agreed with the Seller. Ozon under no circumstances shall be liable to the Seller or third parties for the specified materials and information.

18.6. The Contractor 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 the Contractor and representatives of Ozon in the event of a dispute with a third party regarding the use of a trademark by the Seller. The Contractor 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.

19. Item Page #

19.1. The creation of materials and information for the Item Pages is carried out by the Contractor outside of this Agreement under a separate agreement with the Seller. The Parties acknowledge that all materials uploaded by the Contractor to the Item Pages are received by him from the Seller and this action is agreed with the Seller. Ozon under no circumstances shall be liable to the Seller or third parties for the specified materials and information.

19.2. The Contractor is obliged to check the content of the Seller’s Item Page for compliance with the requirements of applicable law in terms of the completeness and reliability of the information provided to the Client, and immediately notify Ozon of any violations found.

19.3. The Contractor shall promptly notify the Seller of Ozon’s requests to change or delete any materials or information from the Item Pages of the Sellers under its control within 24 (twenty-four) hours after receipt, and also ensure that the Seller fulfills the request to change or delete such materials or information.

19.4. The Contractor is notified that the Seller’s Item Page may be blocked on the Site at the initiative of Ozon at any time in accordance with the Contract for the placement of goods from abroad on ozon.ru (cross-border).

20. Applicable Right #

20.1. Applicable law under the Agreement is the law of the Russian Federation.

20.2. 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.

21. Dispute Resolution #

21.1. All disputes arising in the process of execution of this Agreement will be resolved through 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 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.

21.2. In the event that the Parties fail to reach mutual agreement through negotiations, all disputes, disagreements or claims arising out of or in connection with this Agreement, including those relating to its entry into force, conclusion, modification, execution, violation, termination or validity, are subject to review by the Moscow city Arbitrazh Court in accordance with its applicable rules and regulations.

22. Assignment of Rights #

22.1. The Contractor shall not be 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. At the same time, the Contractor must prove the fact of such consent. Ozon has the right to assign and/or otherwise transfer its rights under the Agreement to any third parties without the consent of the Contractor.

23. Entire Agreement #

23.1. The Agreement contains complete and exhaustive conditions regarding its subject matter and supersedes all previous oral or written agreements between the Parties. Ozon does not give or assume any other representations, warranties or obligations, except as expressly provided in the Agreement.

23.2. The Parties shall not be liable for non-fulfillment or improper fulfillment of obligations under the Agreement if it is caused by the action of extraordinary and unavoidable circumstances that arose after the acceptance of the relevant order (force majeure circumstances), which are confirmed by documents of the relevant competent authorities. If force majeure circumstances continue continuously for more than 6 (six) months, then any Party to this Agreement has the right to refuse to execute the Agreement without compensation for damage to the other Party.

24. Severability of the Agreement #

24.1. 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.

25. Confidentiality #

25.1. The Parties agreed that confidential information includes:

(a) all the terms of the Agreement, annexes hereto;

(b) information that has commercial value for the Parties due to its unknown to third parties or gives a competitive advantage to the Party;

(d) information that is not publicly available;

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

25.2 Each of the Parties is obliged:

(a) take all necessary measures to protect confidential information;

(b) not disclose confidential information to third parties without the consent of the transferring Party;

(c) use confidential information only for the purpose of fulfilling obligations under the Agreement to the extent necessary for the performance of official duties in the performance of the Agreement.

25.3. Each of the Parties has the right, without prior consent of the other Party, to provide confidential information to affiliates, consultants, auditors, state bodies. Providing confidential information to other persons requires the prior written consent of the other Party.

25.4. 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 secret confidential information if this information:

(a) at the time of disclosure was or became publicly available, except as a result of a breach 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;

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

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

25.6. If a confidentiality agreement is concluded between the Parties, the terms of such an agreement take precedence over the terms of the confidentiality of the Agreement. The Contractor is aware that Ozon ’s confidential information may potentially contain insider information of the Ozon Group of Companies in accordance with applicable securities and exchange laws or stock exchange rules applicable to such insider information, as a result of which the Contractor may be subject to the relevant legislation about securities or stock exchange rules.

25.7. 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 confidentiality of the transmitted information in letters, acts of acceptance and transfer of documents, in e-mail, orally or in other ways.

25.8. The Contractor is not entitled to make any public statements in any form, including in the media, on the Internet, about the fact of concluding and / or about the terms of this Agreement (hereinafter referred to as the “Public Statements”) without the prior written consent of Ozon, and if such consent is obtained, the Contractor intending to make such Public Statements undertakes to coordinate their content with Ozon.

26. Notices #

26.1. Primary documents, notifications and other types of correspondence required or permitted in accordance with the Agreement (hereinafter referred to as the “Notice”) must be drawn up in writing, signed by the sending Party or a person duly authorized by it. At the same time, as a general rule, such Notices can be sent in the following ways:

(a) on purpose upon delivery to a person authorized by the Party;

(b) by courier service (express mail) with acknowledgment of receipt;

These notifications shall be sent to the legal address of the Parties or the postal address of the Parties specified in the Agreement, or to the e-mail addresses specified in the Agreement.

26.2. Sending notifications about the change of the address of the Parties, claims, including the amount and grounds for the accrual of fines, notifications of offset, etc., can be made by exchanging electronic messages to the email addresses specified by the Parties in the Agreement, if one of the Parties has not requested the original of such a Notification.

26.3. The notification entails legally significant consequences from the date of its delivery. In the case of transfer to an authorized employee of the Party or a person with the authority to act on behalf of the Party on the basis of a power of attorney or other authorizing document, a sufficient confirmation of delivery will be the signature of the authorized person who received the document and an indication of the official position of this person or an indication of the details of the authorizing document and the date of receipt. If the Notice is sent by Mail or Courier Service, then it entails legally significant consequences from the date of delivery, which is indicated on the notice of delivery. If the Notice is sent by e-mail, then it entails legally significant consequences from the date of its delivery, while such a Notice is considered delivered after 2 (two) hours from the moment it was sent.

26.4. The Parties are also considered to have received the Notice properly if:

(a) the addressee refused to receive the Notification, and this refusal was recorded by the postal organization or courier service;

(b) the notice was not delivered due to the absence of the addressee at the specified address, about which the postal organization or courier service notified the sender of the Notice.

26.5. The Contractor uses e-mail techpartnerscrossborder@ozon.ru to communicate with Ozon. Ozon uses an email address in the domain zone @ozon.ru for communication with the Contractor.

26.6. 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 Notifications. In the event that the Agreement establishes the obligation of the Parties to exchange original printed Notifications, including primary documents, then until the Party receives the original document by courier/mail/courier service, the original document is recognized as the document received earlier through the exchange of electronic messages to the email addresses, specified in the Agreement.

26.7. The Parties have agreed that in the event of disputes and disagreements, all electronic images of the Notifications sent through the exchange of electronic messages to the email addresses specified in the Agreement are accepted by the Parties as indisputable evidence.

26.8. Primary documents, notifications sent by the Parties to each other by Mail, Express Courier Mail, are considered delivered after 10 (ten) days from the date of their sending. Electronic messages are considered delivered after 2 (two) hours from the date of their sending.

26.9. The Parties consider electronic copies of documents that are signed by the Party and/or the Parties and sent to the e-mail addresses specified in the Agreement as originals, unless otherwise specified in the Agreement and a mandatory procedure for exchanging original printed documents is established.

26.10. All terms specified in the Agreement are calculated in calendar days, unless otherwise specified in the term itself.

27. Personal Data #

27.1. The provisions of the Personal Data clause shall apply to the Parties hereunder.

28. Changing Addresses and Details #

28.1. In the event of a change in the legal address, address for sending correspondence (postal address), electronic address, payment details, each of the Parties undertakes, no later than 5 (five) business days from the date of the corresponding change, to notify the other Party about this by means of an electronic message to the email address mail specified by the Parties in the Agreement.

29. Language of the Agreement #

29.1. This Agreement is drawn up in Russian and English. In case of inconsistency between the editions, the Russian version of the Agreement has priority.

Agreement with Ozon Tech Partners (cross-border)