OFFER for the provision of Promotion Services for Yandex.Taxi Service

Date of placement: February 26, 2020

Effective date: March 01, 2020

This document is a proposal by Yandex.Taxi B.V. (hereinafter referred to as “Yandex”) to the Carrier to conclude an Agreement for the provision of promotion Services for Yandex.Taxi Service on the conditions written below.

Terms and Definitions

Offer, Yandex.Taxi Offer — this document “Offer for the provision of promotion services for Yandex.Taxi Service”, submitted on the Internet at https://yandex.kz/legal/taxi_marketing_offer.

Agreement for the provision of Promotion Services for Yandex.Taxi Service — the Agreement is a non-gratuitous contract between the Carrier and Yandex for the provision of Promotion Services for Yandex.Taxi Service, which is concluded through the acceptance of the Offer.

Offer Acceptance — full and unconditional acceptance of the Offer by taking the actions specified in Section 4 of the Offer. Agreement is concluded through the Offer Acceptance.

Service Development Actions — the actions taken by Yandex and intended to increase the accessibility to and the quality of the Service, to promote and to increase the number of active Users of the Service in the territory of Kazakhstan.

Promo Code — a certain sequence of symbols which grants the Discount to the User subject to activation thereof and following other terms of use of the Promo Code.

Coupon — a document (including a paper card or another hand-out material; poster or another medium intended for public display; any other promo material) containing the Promo Code and the terms for the Discount to be granted.

Promo Code Activation — entry of the Promo Code into the Request send form posted on the Service.

Discount — the discount for services involving the transportation of passengers and baggage or/and other transportation services in the amount established in the Coupon to be applied for a Request send through the Service (including VAT, if applicable). The Discount may be granted in the amount not exceeding the cost of the trip ordering which the Promo Code was activated.

Offer for the Service Access Provision Services — the document “Service Access Provision Services”, submitted on the Internet at https://yandex.kz/legal/taxi_offer.

Agreement for the Service Access Provision Services — an agreement concluded between Yandex and the Carrier as a result of the acceptance of the Offer for the Service Access Provision Services.

Reporting Period means the period of time following which the Parties shall calculate the cost of the Services under this Agreement; it is equal to the calendar month. At the same time the Reporting Period means the period of time from the date when this Agreement comes into force to expiration of the respective month period (unless the Report expressly provides for otherwise), while the last Reporting Period means the period of time from the date when the respective calendar period starts to the date of expiration of the validity period or termination hereof.

The Offer may use terms not defined in this section of the Offer. In this case, the interpretation of such term is made in accordance with the Offer for the Service Access Provision Services. In absence of an unambiguous interpretation of a term in the text of mentioned documents, one shall use the interpretation of the term defined: first of all, by legislation, and secondly, by the prevailing (generally used) definition on the Internet.

1. Subject Matter of the Agreement

1.1. To support the Service Development Actions, the Carrier undertakes to render to Yandex the following services intended to increase the quality of the Service and to promote it (hereinafter referred to as “the Services”):

1.1.1. Information services related to collection, generalization and provision of data on the Carrier’s vehicles to be used as a Vehicle through the Service, their location (GPS tracks), Drivers, trips, tariffs for services of passenger and baggage transportation or/and other transportation services according to the Requests:

• Unique Vehicle Numbers (IDs assigned by the Service) matching the Request criteria,
• Distance in kilometers by the shortest route
• Estimated time, by the shortest route, to the Vehicle pick-up place specified by the User in the Request in view of traffic jams, in minutes
• Tariff category (economy, comfort, other) chosen by the User
• pick-up place (coordinates and the relevant address)
• pick-up time, within which a Taxi shall arrive
• additional requirements to a Vehicle, if any
• comments, if the User added any.
• Payment form (directly to the Carrier or cashless payment as provided for by the Service)
• Vehicle location data (GPS tracks). Data on all employed Vehicles are transferred continuously
• Vehicle status data. Data on all employed Vehicles are transferred continuously

1.1.2. Advertising services on creation and/or distribution of the Coupons among Yandex Service Users to generate and to maintain users’ interest in the Service, including ensuring the Discount under the Coupon under the Requests through the Service according to the procedure and on the terms agreed upon between the Parties herein;

1.2. Yandex undertakes to pay for the Services to be rendered by the Carrier according to the procedure and on the terms agreed upon between the Parties herein.

1.3. Yandex is entitled to control performance by the Carrier of its obligations hereunder.

1.4. The Carrier is entitled to engage third parties to render the Services, while remaining liable for their actions as if they were its own.1.5. Yandex is entitled to use the data received from the Carrier under clause 1.1.1 of the Agreement, including Vehicle location data (GPS tracks) in any Yandex and its affiliates’ services and software applications in any ways without restriction.

2. Obligations of the Parties

2.1. Yandex shall:

2.1.1. Transfer the Coupons and/or information about the generated Promo Codes to distribute the Coupons among the Service’s Users;

2.1.2. Inform the Carrier that the User shall be granted the Discount for the services of the Carrier (or a party in behalf of which the Carrier has concluded this Agreement) related to transportation by taxi of passengers and baggage or/and other transportation services, and inform about the amount of the Discount through delivery of the Request having the “coupon” status.

2.1.3. Ensure access of the Carrier through the Partner Web Interface to the statistics data under the Requests complied with using the Discount.

2.1.4. Accept and pay for the Services of the Carrier within the dates specified in clause 3.3. hereof.

2.1.5. Within three (3) days from the date of signing hereof forward to the Carrier by e-mail information about the representatives (including telephone numbers and (or) other information) authorized to give to the Drivers recommendations with regard to rendering by the Carrier of the Services specified in clause 1.1.1 of the Agreement.

2.1.6. Within three (3) days from the date of signing hereof forward by e-mail to the Carrier information about the points towards which the Driver shall move and where the Driver may receive more Requests for the sake of proper provision of the Services and (or) territorial boundaries within which the Driver shall stay in case of no Requests made.

2.2. The Carrier shall:

2.2.1. Distribute the Coupons and ensure the Discount for the cost of the Carrier’s Services related to transportation by taxi of passengers and baggage or/and other transportation services to the User who has activated the Promo Code when sending a Request using the Service, without any additional charges, within the validity period hereof.

2.2.2. On or before the fifth (5th) day of the month following the Reporting Period, submit to Yandex the Services Report.

2.2.3. Under clause 1.1.1 of the Agreement, submit to Yandex within the validity period of the Agreement any information (hereinafter referred to as “the Information”), including the Drivers’ personal data. The Carrier guarantees that submission of information when rendering the Services specified in clause 1.1.1, content of such information and use of such information by Yandex in accordance with the terms of the Agreement do not violate any third party rights or any norms of the applicable laws in force, including the personal data laws, are not encumbered with any third party rights and do not entail any obligations for Yandex to pay any remunerations to third parties.

2.2.4. To maintain the quality level of the Service provided to the Users, guarantee the accuracy of the data about drivers, including copies of passports, driver’s licenses, licenses for passenger transportation by Vehicles, other documents and information in accordance with the General Terms. The documents and information specified in this clause shall be submitted to Yandex within three (3) business days from the date when the respective request is sent to the Carrier.

2.2.5. Receive from Drivers written permits (consents) to have their personal data collected and transferred to Yandex and its affiliates, as well as have the drivers’ personal data collected, processed and stored by both the Carrier and Yandex and its affiliates in any ways provided for in the applicable laws in force, including laws on Personal Data Protection, for at least five (5) years, as well as keep the said consents for the validity period of the Agreement and submit them to Yandex at its request within three days. If the Driver withdraws in writing his/her consent to have his/her personal data collected, processed, stored and transferred, inform Yandex about it within three business days.

2.2.6. If the Carrier has concluded this Agreement in behalf of a third party rendering the transportation services, the Carrier shall provide for the disclosure, reliability and availability for Yandex of all information on such a party in behalf of which it has concluded the Agreement.

3. Cost of Services and Payment Procedure

3.1. Cost of the Services shall be determined in Kazakhstan tenge, paid in US dollars at the rate of the National bank of Kazakhstan at the date of the Invoice (or at the date of the end of the Reporting period) and specified in the Services Report. Cost of services shall be calculated as described in the document entitled “Cost of the Information and Advertising Services”, posted online on https://taxi-cabinet.mobile.yandex.ru and constituting an integral part hereof.

3.2. The Parties have agreed that the document entitled “Cost of the Information and Advertising Services”, specified in clause 3.1 of the Agreement, may be amended by Yandex at the discretion. The Carrier assumes an obligation on his/her own to check the amended document via Partner Web Interface. If the Carrier disagrees with the amendments introduced by Yandex into the said document, it is entitled to unilaterally repudiate the Agreement by notifying Yandex in writing about it within fifteen (15) calendar days from the date of receipt of the notice specified in this clause of the Agreement. The Agreement shall be deemed terminated from the moment of receipt by Yandex of the Carrier’s notice.

3.2.1. Each Party to the Agreement shall be liable for calculation and payment of taxes in accordance with the applicable tax laws in force. Cost of the Services of the Carrier shall include all the applicable taxes, charges, duties and/or other payments to be calculated in accordance with the tax laws of the country of registration of the Carrier (if applicable). Cost of the Services shall be transferred by Yandex without withholding of any taxes, charges, duties and/or other payments in accordance with the tax laws of Yandex country of registration.

3.3. Within five (5) calendar days from the date of completion of the Reporting Period the Carrier shall submit to Yandex the Services Report on the form agreed upon between the Parties in Appendix No. 1 hereto (hereinafter referred to as “the Report”).The Report shall be submitted by e-mail as a scanned copy of the document bearing the Carrier’s signature and seal.

3.4. Within ten (10) business days from the date of receipt from the Carrier of the scanned copy of the Report Yandex shall review the Report. If Yandex disagrees with the data presented in the Report, it shall within the same period forward to the Carrier a written reasoned refusal to approve the Report. In case of no written complaints with regard to the Report, the services shall be deemed rendered in full and considered as being of proper quality.

3.5. According to the procedure and within the dates specified in clause 3.4 of the Agreement the Carrier shall forward to Yandex an invoice on the form agreed upon between the Parties in Appendix No. 2 hereto (hereinafter referred to as “the Invoice”).

3.6. The Parties acknowledge that the scanned copies of the Report and the Invoice sent to Yandex by e-mail will be used by Yandex and the Carrier in the course of acceptance of the Services.

3.7. Yandex shall pay for the Services rendered within the Reporting Period in US dollars as follows:

3.7.1. As an advance payment for the Services within fifteen (15) business days from the date of receipt of the scanned copy of the respective Invoice from the Carrier;

3.7.2. Upon running out of the advance payment specified in clause 3.7.1 of the Agreement—within fifteen (15) business days from the date of receipt of the scanned copy of the Report and the Invoice, subject to receipt of the Reports for the previous Reporting Periods.

3.7.3. As soon as special technical modifications are performed, Yandex will make payments within the respective Reporting period, when the amount due to the Carrier exceeds the threshold of seven hundred (700) US dollars. Within ten (10) business days from the date of the end of the Reporting period, Yandex will forward the Carrier an electronic report with respect to the Services provided during such a Reporting period. For the currency control and accounting purposes, the Carrier may issue an invoice for the respective amount of payments. Issuance of Invoices and Reports presented in Appendices 1 and 2 herein shall be no longer applicable.

When the Parties start to apply the approach as described in this clause, the cost of the Services shall be calculated as described in the document entitled “Cost of the Information and Advertising Services”, posted online on https://taxi-cabinet.mobile.yandex.ru determined and paid in US dollars. Yandex informs the Carrier on such changes by e-mail.

3.8. The Parties acknowledge that to calculate the cost of the Services rendered by the Carrier only the statistics data reflected in the Partner Web Interface shall be used.

3.9. Yandex shall be deemed having performed its obligations to pay for the Services from the date when the respective monetary amount is debited from Yandex settlement account.

3.10. If in the Reporting Period the Carrier failed to comply with the Requests, including the Requests with the Discount, the Services shall be deemed not rendered and no Services Report shall be executed by the Parties.

3.11. The Parties have agreed that when calculating the cost of the Services according to the procedure established in clause 3.1 of the Agreement no amount of the Discounts granted by the Carrier (or granted by a third party if the Carrier has concluded this Agreement in behalf of a third party rendering the transportation services) when complying with the Requests which were generated in bad faith shall be taken into account, including the Requests generated independently by the Driver complying with the Request and all the other Requests complied with by such driver in the Reporting Period.

The Request independently generated by the Driver complying with such Request shall be marked in the Partner Web Interface as “bad”.

The driver independently generating a Request/Requests shall be marked in the Partner Web Interface as “fraud”.

Yandex is entitled to determine at its own discretion, whether this or that Request is generated in bad faith, and not to disclose to the Carrier the algorithm of how to detect the Requests generated in bad faith and to determine the drivers who independently generate the Requests.

4. Offer Acceptance and conclusion of the Agreement

4.1. Offer Acceptance and the conclusion of the Agreement are brought in force through the following actions:

4.1.1. Clicking on the button “I have read, agree and fully accept the terms of the Offer” (or similar in connotation) in the Partner Web Interface or on the Yandex website at: https://forms.yandex.ru/surveys/10018211.d8c39a8b4fef9de0686319e20e1353b30881552a or https://clck.ru/ViLaE.

4.1.2. Sending a notification of Offer acceptance, signed by the Carrier, to the Yandex email address.

4.3. The acceptance of the Offer by the Carrier creates an Agreement (Article 396 of the Civil Code of the Republic of Kazakhstan) on the terms of the Offer.

4.4. If after fifteen (15) days from the moment of the Offer Acceptance the Carrier, in accordance with the Statistics Data, has not started the provision of Services, Yandex has the right to terminate the Agreement at its own discretion.

5. Liability of the Parties

5.1. The Parties shall be liable for violation hereof under this Agreement and the applicable laws.

5.2. In case of improper performance by a Party of its obligations under the Agreement, the other Party is entitled to unilaterally repudiate this Agreement sending to the other Party the respective written notice.

5.3. If the Carrier violates clause 2.2.1. hereof, the Carrier shall pay to Yandex a penalty amounting to 1000 tenge (one thousand) for each violation.

5.4. If the Carrier fails to perform the obligations specified in clauses 2.2.3, 2.2.5 and 2.2.6 of the Agreement and if the Carrier fails to comply with the guarantee provided for in clause 2.2.5 of the Agreement resulting in any third party claims, complaints and/or lawsuits filed against Yandex, the Carrier undertakes to settle the said claims, complaints and/or lawsuits by its own forces and at its own expense as well as to reimburse to Yandex expenses for the losses sustained in connection therewith.

5.5. The Parties shall be released from liability for partial or full non-performance of the obligations hereunder, if it is caused by force majeure. Force majeure occurrence shall be confirmed by the documents to be issued by the competent authorities. The Party prevented from performance of its obligations hereunder shall immediately notify the other Party about occurrence and termination of the above force majeure.

6. Validity term and amendments to the conditions of the Offer

6.1. The Offer enters into force from the moment it is submitted on the Internet at https://yandex.kz/legal/taxi_marketing_offer and is valid until the Offer is withdrawn by Yandex.

6.2. Yandex reserves the right to amend the conditions of the Offer, as well as the Cost of Services, and / or to withdraw the Offer at any time at its discretion. If Yandex makes changes to the Offer and / or the Cost of Services, such changes take effect from the moment the modified text of the document is submitted on the Internet at https://yandex.kz/legal/taxi_marketing_offer or https://lk.taximeter.yandex.ru/cabinet/terms/marketing, unless a different date for the entry into force additionally determined during submission.

6.3. The Carrier agrees and acknowledges that amendments to the Offer entail these amendments to the Agreement concluded between the Carrier and Yandex, and these changes to the Agreement come into force simultaneously with the Offer amendments.

6.4. In case of withdrawal of the Offer by Yandex during the validity term of the Agreement, the Agreement shall be deemed terminated from the moment of withdrawal, unless otherwise agreed by Yandex upon withdrawal of the Offer.

7. Validity term, amendments and termination of the Agreement

7.1. The Agreement enters into force from the moment of the Acceptance of the Offer by the Carrier and is valid until the termination of the Agreement.

7.2. The contract may be terminated:

7.2.1. By agreement of the Parties at any time.

7.2.2. At the initiative of either Party unilaterally with obligatory written prior notification sent to the other Party at least 10 calendar days before the date of termination.

7.2.3. At the initiative of either Party in case of violation of the Agreement terms by the other Party with written notification sent to the other Party.

7.2.4. For other reasons provided by this Offer.

7.3. Termination (cancellation) of the Agreement for the Service Access Provision Services, regardless of the grounds for termination (cancellation) leads to the simultaneous termination of the Agreement.

8. Miscellaneous

8.1. The Agreement and its performance shall be governed by the laws of the Netherlands.

8.2. Any notices hereunder shall be forwarded by the notifying Party to the address of the Party to be notified by e-mail, fax, courier or post with return receipt requested. At the same time copies of the documents delivered by e-mail or by fax shall be recognized by the Parties as binding, until their originals are exchanged; such exchange shall be done by the Parties as soon as possible (unless the Agreement expressly provides for otherwise).

8.3. All the Reports, appendixes and exhibits to the Agreement shall be an integral part hereof.

8.4. In the event that one or more provisions of this Agreement are found to be invalid, such invalidity shall not affect the validity of any other provision of this Agreement and the Agreement as a whole.

8.5. All disputes arising in connection with the present Agreement, or further agreements resulting therefrom, shall be settled in the court of international arbitration at the location of Yandex in Netherlands (Netherlands Arbitration Institute) (the “Arbitration”).

Unless otherwise agreed by both Parties: (i) the dispute shall be finally settled under the regulations of the Arbitration (the “Rules”) (ii) the dispute shall be settled by three arbitrators appointed in accordance with these Rules, and (iii) the arbitration shall be conducted in English language.

The Arbitration resolution shall be final and binding.

Notwithstanding any dispute hereunder, the Parties shall continue to perform their respective obligations under the Agreement unless the Parties otherwise agree.

8.6. The information contained in the Agreement and the information about the fact that the Agreement was concluded shall be confidential. Except when expressly provided for in the Agreement or agreed upon between the Parties in writing in advance in the form of an additional agreement to the Agreement, neither Party is entitled to use in any way the full or abbreviated trade name, trademarks, brands and other means of individualization of the other Party without prior permission of the latter.

8.7. This Agreement is made in English and in Russian in two copies of equal legal force, one copy for each Party. In case of any discrepancies, the English version of the Agreement shall prevail.

The Parties agree to execute this Agreement by exchanging scanned copies of the Agreement signed by both Parties. Such scanned signatures will be considered binding. The Parties may also execute this Agreement in counterparts. Each such counterpart will be deemed an original and all counterparts will constitute one agreement binding on both Parties.

9. Yandex Details

Yandex.Taxi B.V.

Legal form: Besloten Vennootschap

Place of business: Schiphol Boulevard 165, 1118 BG Schiphol, Nederland

Registration number: 64591069

Tax file number NL: 8557.33.949

Date of incorporation: 19.11.2015

Date of registration (Commercial Register): 20.11.2015

Account № in USD 0020160135

IBAN: NL58 INGB 0020 1601 35

in ING Bank NV (Amstelveenseweg 500 1081 KL, Amsterdam, Nederland)

SWIFT: INGBNL2A

Email: documents@taxi.yandex.com