Offer for the Provision of Informational Services
This document constitutes Yandex's offer to the Carrier to conclude an Informational Services Contract on the terms and conditions set out below.
Terms and Definitions
“Yandex” shall mean Yandex.Taxi B.V., a company incorporated under the laws of the Netherlands.
“Carrier” shall mean a legal entity or an individual entrepreneur rendering services (or concluded this Contract on behalf of a person providing the services) of passengers and baggage transportation by means of passenger taxi and (or) other transportation services and (or) courier delivery services in accordance with applicable laws. For the purposes of this Offer, the Carrier shall also mean a courier service rendering courier delivery services, including without a vehicle.
“Driver” shall mean an individual who signed a contract with the Carrier or any other third party which, in its turn, signed an agreement with the Carrier, and who has the right to drive a vehicle and actually drives a vehicle with the purpose of passengers and baggage transportation and (or) rendering other transportation services, as well as carrying out courier delivery. For the purposes of this Offer, the Driver shall also mean a courier rendering courier delivery services without a vehicle.
“Offer” shall mean this document named “Informational Services Offer” available online at https://yandex.kz/legal/taxi_offer.
“Offer Acceptance” shall mean complete and unconditional acceptance of the Offer by taking the steps specified in Clause 7 of the Offer. The Contract is concluded via the Offer Acceptance.
“Informational Services Contract”, “Contract” shall mean a non-gratuitous contract for the provision of the Services concluded between the Carrier and Yandex via the Offer Acceptance.
“Yandex.Taxi Service or the Service” shall mean a hardware and software suite which enables the Users to place Requests for passenger and baggage transportation services and (or) other transportation services and (or) courier delivery services, and that automatically processes and transmits User Requests to the Carrier.
“Service for Carriers” — is a hardware and software suite intended for automated receipt and transfer by the Carrier of orders for passengers and baggage transportation and (or) other transportation services and (or) courier delivery services, which enables the Carriers to remotely interact with the Drivers, as well as provides the Carriers with other functional capabilities, which are fully described in the instruction for use of the Service for Carriers. Login and password to access the Service for Carriers is given to the Carrier provided that the Carrier undergoes the procedure of registration (a combination of the Carrier’s actions to provide data to Yandex and create unique authorization data). All the requirements prescribed by the Contract shall apply to the login and password specified.
“Service for Drivers” (Yandex.Pro, earlier – Yandex.Taximeter) shall mean a service intended for automated receipt and transfer of orders for passengers and baggage transportation by means of a passenger taxi and (or) other transportation services, which enables the Carrier to remotely interact with the Drivers by exchanging data with the Service, as well as provides the Carrier with other functional capabilities, which are fully described in the instruction for use of the Service for Drivers.
“Services” in plural shall collectively mean the Service, the Service for Carriers and the Service for Drivers.
“Registration” shall mean a combination of the Carrier’s actions which result in a login and password being assigned to the Carrier to access the Service for Driver.
“Partner Web Interface” shall mean a functional part of the Service available to the Carrier after authorization, using the Carrier's login and password, that helps the Carrier customize the settings of the Service to fit his/her preferences taking into account available options; remotely interacts with Yandex services subject to the terms and conditions hereof; and provides access to the Service usage statistics and to the Statistics Data.
“Statistics Data” shall mean data from Yandex automated systems which can contain data for calculation of the cost of the Service (Service fee) and any other data related to performance of the Contract via electronic means.
“Reporting Period” shall mean a period of one calendar month. It is understood however that the first Reporting Period shall be deemed a period of time from the effective date of the Contract up to the end of the relevant calendar month, and the last Reporting Period shall be deemed a period of time from the date of beginning of the relevant calendar month up to the date of termination or discharge of the Contract.
“Taxi” shall mean a vehicle used by the Driver for the transportation of passengers and baggage. For the purposes hereof, “Taxi” shall also mean a vehicle used by the Carrier to provide other transportation services.
“Request” shall mean information about potential demand for the passenger and baggage transportation services and/or other transportation services placed by the User in the Service.
“Joint Promotion” shall mean an event held jointly by Yandex and the Carrier to promote the passenger and baggage transportation services and/or other transportation services and/or courier delivery services provided by the Carrier, in the course whereof the User is provided a discount on the cost of the passenger and baggage transportation services and/or other transportation services and/or courier delivery services subject to the conditions of the Joint Promotion. The terms of the Joint Promotion, as well as the procedure for granting the discount, are defined in the document published in the Partner Web Interface online at https://lk.taximeter.yandex.ru/cabinet/terms and being an integral part of the Offer.
“Benefit Programs” shall mean loyalty programs implemented by Yandex for the Carriers and the Drivers in accordance with the Program Rules published at the following addresses: Privilege Program – https://yandex.kz/legal/taxi_driver_loyalty;
Priority Program – https://pro.yandex/kz-ru/news/new-priority.
The Offer may contain other terms that are not defined in this clause and must be interpreted in accordance with the text of the Offer and the General Terms and Conditions. Should the term be ambiguous within the text of the Offer, the Parties shall follow the following procedure to interpret the term: the definitions provided within the framework of the Service shall prevail, the definitions available on the Internet shall have the second level of priority, the definitions provided in the legislation of the Republic of Kazakhstan shall have the third level of priority.
1. Subject Matter of the Contract
1.1. Yandex undertakes to provide the Carrier with services of collection, compilation and transmission of data to the Carrier for a fee paid by the Carrier in the amount specified in the General Terms and Conditions (Informational Services, Services).
2. Obligations of the Parties
2.1. Yandex shall:
2.1.1. Provide Informational Services to the Carrier subject to the terms and conditions of the Contract.
2.1.2. Send a one-way Electronic report to the Carrier subject to the procedure set out in Clause 5 of the Offer.
2.1.3. In the course of provision of the services under the Contract, ensure that the Carrier can familiarize itself with the statistics data via the Partner Web Interface, provided that Yandex is not liable for the Carrier being unable to familiarize itself with the statistics data for reasons beyond Yandex's control.
2.1.4. Provide access to the Services as is no later than 10 (ten) business days from the date of the Offer Acceptance; ensure correction of errors that have occurred during operation (if possible), except for cases related to malfunctions of the Carrier's equipment, as well as to Carrier's misuse when using the Services or his/her own technical means and devices.
2.2. Yandex shall be entitled to:
2.2.1. Request documents from the Carrier confirming the validity of the driver data provided by the Carrier, including copies of passports, driver licenses, permission/notifications necessary for the provision of the passenger and baggage transportation services by means of passenger taxi and/or other transportation services, and for performance of the obligations specified in sub-clause 2.3.3. of the Offer by the Carrier. A request for provision of the documents can be e-mailed by Yandex to the Carrier's e-mail address specified in the Partner Web Interface.
2.2.2. Use the Taxis location data provided by the Carrier (GPS tracks) in any Yandex services and software applications by any means without restrictions.
2.2.3. Make changes to the Offer without prior notice to the Carrier.
2.2.4. Suspend the provision of the Services under the Contract and/or prematurely terminate the Contract unilaterally and extra-judicially by notifying the Carrier subject to conditions stipulated in the Offer. It is understood, that the provision of the Services under the Contract shall be suspended and/or the Contract shall be deemed terminated from the date of notification of the Carrier by Yandex.
2.2.5. Perform any actions (supervisory measures) to check the quality of the Carrier's services related to transportation of the Users and/or other transportation services and/or courier delivery services. The data obtained as a result of supervisory measures are sufficient, but are not the only basis for proving that the quality of the Carrier's services does not meet the requirements of the Contract. It is understood, that Yandex independently determines the methods, frequency and grounds for supervisory measures.
2.2.6. At the request of the Carrier, Yandex may provide the Carrier with Advertisements for placement on the Taxi. The number of Taxis that host Advertisements, location and period of placement of the Advertisements, as well as other issues associated with placement of the Advertisements on the Taxis shall be agreed by the Parties in working order via e-mail.
2.2.7. Make changes to the content, functionality and user interface of the Services, as well as to the guidelines for using the Services, at its own discretion and without the consent of the Carrier.
2.2.8. Perform preventive maintenance on the server where the Service for Carriers is located, if possible, in the period from 18 p.m. to 6 a.m. (Moscow time). The total time of unavailability of every of the services associated with conduct of the preventive maintenance shall not exceed 64 hours per month.
2.2.9. Suspend the provision of the Services or terminate the Contract if the Carrier has a debt to Yandex under the Contract or under any other agreement concluded between the Carrier and Yandex, or if the service contract for the passengers and luggage transportation by means of passenger taxi to corporate Users (if applicable) is terminated or suspended.
2.2.10. Place information about the Carrier's trade name, brand name and address on the Service to be accessed by the general public in order to provide the Users with information about the Carrier in accordance with the current legislation.
2.2.11. Insure the Driver's life and health for the period of rendering the passenger and baggage transportation services by means of passenger taxi and/or other transportation services at the User's Request. The terms of additional insurance of the Driver are determined by Yandex independently. For the purpose of exercising this right, Yandex transmits the necessary information about the Drivers, Requests, and other information to the following insurers:
“Halyk-Kazakhinstrakh” Insurance Subsidiary Company of Halyk Bank of Kazakhstan JSC
2.2.12. Grant the data and information received from the Carrier to employees and partners of the persons with whom Yandex signed an agreement (1) associated with the provision of the Service on certain territories, including for the purposes of provision of access and distribution on certain territories by such Carriers and/or vehicles of the Carrier; (2) associated with actions and provision of works and services aimed at organization and implementation of supervisory measures; (3) associated with marketing, promotional and other measures, actions, programmes, in which representatives of the Carriers, including the Drivers, take part.
2.2.13. Should the Carrier violate the terms of this Offer, limit the functionality of the Services.
2.2.14. Keep records of all inquiries and communication sessions with any representatives of the Carrier in order to resolve difficulties and disputes, and to exercise Yandex's rights and interests.
2.2.15. Provide the Carrier with an opportunity to transmit data about the Carrier and about the Request to third-party suppliers for the purpose of generating electronic cash receipts when making payments. Yandex is not liable for correctness of the transmitted data, as well as for the quality and any consequences of the provision of the services by such suppliers.
2.3. The Carrier shall:
2.3.1. Provide Yandex with the contact details of the persons responsible for operational cooperation regarding the contractual performance.
2.3.2. Prior to start of the provision of the services under the Contract by Yandex, ensure technical integration of its hardware and software suite with the Service in accordance with Yandex's instructions provided by Yandex at the request of the Carrier, as well as provide data about the Drivers and the Taxis in accordance with the list specified herein. The Carrier is solely liable for all actions performed by the Carrier using its hardware and software suite integrated with the Service.
2.3.3. During the term of the Contract, provide Yandex with information (hereinafter referred to as Information), including personal information of the Drivers, brand names and addresses of the Carrier, necessary for provision the Carrier with the Services by Yandex, and for execution of the rights and legitimate interests of Yandex, its partners and Users, including for the purposes specified in sub-section 2.2.11 and 2.2.12 of the Offer. The procedure and conditions for provision of the information to Yandex by the Carrier shall be agreed by the parties hereby. It is understood, that the Carrier shall ensure that the provision of information by the Carrier, its content and its use by Yandex in accordance with the terms and conditions of the Contract does not infringe the rights of third parties and the current legislation, including personal data laws, is not encumbered with rights of third parties, will not result in Yandex incurring obligations on payment of remuneration to third parties. The carrier understands and agrees that information about the trade name and address of the Carrier will be in public domain.
2.3.4. Accept Yandex Services in accordance with the procedure and under the terms stipulated by the Contract, and pay for Yandex Services as and when set out in Clause 5 of the Offer.
2.3.5. Provide the User with the passenger and baggage transportation services and/or other transportation services and/or courier delivery services in accordance with the criteria specified by the User in the Request, as well as in accordance with the requirements hereof and the current legislation of the Republic of Kazakhstan.
2.3.6. Assist Yandex in carrying out supervisory measures in accordance with sub-clause 2.2.5. of the Offer.
2.3.7. Obtain the Drivers' permissions (consent), including the Drivers' permissions (consent) in relation to their Trusted contact persons (any third person acting as a contact person of the Drivers in case of emergency and in cases defined by the Carrier), as well as the permissions (consent) of other persons involved in provision of the services to the Users, in order to transfer (including cross-border transfer) their personal data to Yandex, as well as to process the personal data of the Drivers, Trusted contacts and persons specified by both the Carrier and Yandex in any way, including obtaining information and personal data of these persons from any third parties, for the purpose of execution of the Contract, including for the purposes stipulated in sub-clauses 2.2.11 and 2.2.12 of the Offer, and in cases specified in sub-clause 11.8 of the Offer, as well as for the purpose of exercising the Rights and legitimate interests of Yandex, its partners and users, for the term of the Contract and at least 5 (five) years after its termination. The carrier also undertakes to obtain, in the appropriate form, a consent for the transfer of the Driver's data to Yandex and its further processing, which is necessary for authorization and use of the Service by the Driver for the specified purpose and for the period specified in this paragraph. The Carrier shall keep these consents for the specified period and provide them to Yandex at its request. Inform Yandex should the Driver or the specified persons withdraw their consent to the processing of personal data within three working days.
2.3.8. Never provide personal data, including Users' phone numbers, to third parties, and/or never use the User's personal data for purposes not stipulated by the Contract, particularly but not exclusively never make calls, send SMS messages, content of which does not directly relate to the Requests for taxi services placed by the Users within the Service (spam, advertising, etc.).
2.3.9. Use the Services only within the limits of the rights and in the ways stipulated in the Contract and in compliance with all the terms of the guidelines for usage of the Services.
2.3.10. Be solely liable for safety and confidentiality of the registration data (username and password). All actions performed using the Carrier's username and password in the Partner Web Interface are considered to have been performed by the Carrier. The carrier is solely liable to third parties for all actions performed using the Carrier's username and password. Yandex is not liable for unauthorized use of the Carrier's registration data by third parties.
2.3.11. In case of termination/change of the contractual relationship with the Driver, the Carrier shall immediately notify Yandex thereof, as well as make appropriate changes to the Driver's information contained in the Service's information system. In the event of violation of the above obligation, the Carrier shall indemnify Yandex for all losses incurred in connection thereto no later than 5 (five) business days from the date of submission of the corresponding claim by Yandex, and shall assist Yandex in resolving any claims made against the latter in relation thereto.
2.3.12. The Carrier shall receive written permissions (consent) from the Drivers to receive advertising and information messages from them, as well as keep these consents for the duration of the Contract and 5 (five) years after its termination and shall provide them to Yandex at its request within 1 (one) business day from the moment of sending the corresponding request by Yandex. In case of receiving a written withdrawal of consent from the Driver, the Carrier shall inform Yandex thereof within one business day.
2.3.13. Should the Carrier receive from Yandex, including via electronic mail, a request based on an inquiry of the passenger/User with an indication of an incident that took place during the ordered trip (including car accidents, other incidents threatening life, health or property of the passenger/User), the Carrier must provide the information requested by Yandex, and documents related to the incident (including the documents drawn up upon the car accident — in case of a car accident), for subsequent handing over to the passenger/User.
2.3.14. Keep the contact email address specified in the Partner Web Interface up-to-date, as well as guarantee access to the specified mailbox only to persons authorized by the Carrier to cooperate with Yandex on all issues related to the execution, modification, termination and discharge of the Contract.
2.3.15. Refrain from giving any comments, interviews, answers to questions, as well as any other statements in the mass media, in other subjects of information dissemination, as well as at any public or private events, on behalf of Yandex and/or on its own behalf, revealing the activities of Yandex without prior approval from Yandex.
2.3.16. Provide a discount and fulfill other obligations of the Carrier within the framework of the Joint Promotion.
2.3.17. At the conclusion of the Contract, provide to Yandex and keep up-to-date the following true and accurate information about the performer of the passenger and baggage transportation service and/or other transportation service and/or courier delivery service in accordance with the legislation of the Republic of Kazakhstan, for its further communication to the Users:
- trade name (name),
- location (address),
- working schedule,
- number of entry in the Unified State Register of Legal Entities or number of entry in the Unified State Register of Individual Entrepreneurs.
Should the Carrier fail to provide the following information, the Carrier shall confirm to Yandex that the Carrier is the provider of the passenger and baggage transportation service and/or other transportation service and/or courier delivery service in accordance with the legislation of the Republic of Kazakhstan.
2.3.18. Make the Drivers aware about the Benefit Programs Rules. If a Driver elects not to participate in the Benefit Programs, notify Yandex thereabout in written form within one (1) business day from the receipt of such a waiver.
2.4. The Carrier shall be entitled to:
2.4.1. Access statistical data in accordance with the established procedure. In this respect, all actions performed by the Carrier through the Partner Web Interface using the Carrier's username and password are considered to be performed by the Carrier.
2.4.2. Upon failure to approve changes to the Offer made by Yandex, repudiate the Contract unilaterally by notifying Yandex in writing no later than ten (10) calendar days from the date of publication of these changes online at https://yandex.kz/legal/taxi_offer, having paid Yandex the cost of actually rendered Services. The Contract is considered terminated from the moment Yandex receives the Carrier's notification.
2.4.3. Waive participation in the Benefit Programs by sending a written refusal to Yandex. Yandex shall terminate the Carrier's participation in the programs no later than in ten (10) calendar days from the date of the receipt of such a waiver.
3. Procedure for Cooperation of the Parties in the Provision of Services
3.1. Data sent by the Carrier to Yandex.
For the purpose of provision of the Services by Yandex, the Carrier and/or the Driver (in this case, the Parties have agreed that the Driver acts as an authorized representative of the Carrier) shall send the following valid data to Yandex:
3.1.1. Vehicle location data (GPS tracks). Data on all on-line Taxis shall be transmitted continuously, without linkage to orders. The carrier is liable for relevance of the information provided.
3.1.2. Data on the Taxi status. Data on all on-line Taxis shall be transmitted continuously, without linkage to orders.
3.1.3. Driver data:
- name, patronymic, surname;
- Unique Identification Number (UIN);
- date of birth;
- place of birth;
- driver's photo;
- passport data (series, number, issued by and on, subdivision code);
- registration address;
- at Yandex's request, scanned copies of passport pages containing the above-mentioned personal data,
- Republic of Kazakhstan driver's license data:
- name, patronymic, surname
- date and place of birth
- expiration date
- name of an issuing authority
- series, number of license
- place of issuance
- category (ies)
- at Yandex's request, a scanned double-sided copy of the driver's license of the Republic of Kazakhstan
- driver contacts (telephone number)
3.1.4. Taxi data:
- state registration number;
- car brand (according to the certificate of title);
- year of production (according to the certificate of title);
- at Yandex's request, a scanned copy of the certificate of title (double-sided);
- load capacity (in tons);
- capacity of cargo compartment (in centimeters);
- photos of the car.
3.1.5. Optionally, a “black list” of Users' phone numbers.
3.2. Generation, transmission and fulfillment of User Requests.
The parties have agreed on the following procedure for generation, transmission and fulfillment of the User Requests:
3.2.1. Request generation
By default, the User shall be asked to send a Request via the Service to all Carriers whose vehicles match the Request.
After the User places a Request, Yandex sends a Notification to the Carriers.
3.2.2. The Notification sent to the Carriers may contain the following information:
- Unique Taxi numbers (IDs assigned by the Service) that meet the Request
- Distance of the shortest route, in kilometers
- Approximate wait time considering the shortest route to the person/parcel (when providing courier delivery services) pick-up location, specified by the User in the Request, taking into account traffic jams, in minutes
- Service class selected by the User
- Person/parcel (when providing courier delivery services) pick-up location (coordinates and corresponding address)
- Destination (coordinates and corresponding address)
- Delivery deadline
- Additional requirements for the vehicle, if specified
- Comment, if specified by the User
- Payment method (directly to the Carrier or non-cash payment to Yandex using the methods provided by the Service)
The Service can send multiple Notifications with an interval of 30 seconds or more per each Request.
The parties have agreed that the Request can first be sent to the Carriers whose Drivers/Taxis meet the following conditions:
- Driver rating, determined by the rules published online at https://driver.yandex/rate, shall be equal to or greater than 4.4 of 5;
- Driver activity, determined by the rules published online at http://driver.yandex, shall be equal to or greater than 10 of 100;
- The Taxi meets the requirements for Branded vehicles set forth herein.
3.2.3. Carrier's actions upon receipt of the Notification
- The Carrier shall notify the Drivers of the received Notification;
- Selection of a Driver must be performed by the Carrier with the same priority as when processing requests for services received from other sources;
- If the Driver is ready to fulfill the Request in accordance with the conditions specified in the Notification, the Carrier shall inform Yandex.
3.2.4. Transmission of Request
Yandex shall automatically determine the Carrier and the Driver to whom the Request is sent for fulfillment in accordance with Yandex's algorithms.
The selected Carrier receives full information about the Request:
- Unique number of the selected Taxi;
- Phone number of the User;
- User's name, if specified;
- Service class selected by the User;
- Place of delivery and route, if specified (coordinates and corresponding address);
- Delivery deadline;
- Additional requirements for the vehicle, if specified;
- Comment, if specified.
In response to receiving full information about the Request, the Carrier shall send Yandex a confirmation or inform it that it is not ready to provide the services listed in the Request. Sending a Confirmation means that the Carrier is ready to provide the User with the services listed in the Request in full and on the terms specified in the Request. After Yandex receives a Confirmation, the Request shall be considered accepted by the Carrier. Should the Carrier refuse to fulfill the Request, Yandex shall continue to search for another Carrier to fulfill the Request.
After Yandex has sent the Carrier full data about the Request, and the Carrier has sent Yandex a Confirmation, the interaction with the User shall be performed by the Carrier independently (without Yandex's participation) in accordance with the Carrier's rules for provision of the services. The carrier shall provide the services listed in the Request in accordance with the requirements of the current legislation and this document.
Having confirmed the Request, the Carrier's dispatch office shall further coordinate the actions of the Driver and the User.
3.2.5. Information on fulfillment of the Request
Having received the Request, the Carrier shall further coordinate the Driver's meeting with the User and provide the User with the services listed in the Request. The carrier shall send the following information to Yandex:
- driver details:
- taxi details, including state registration number, year of manufacture and color;
- signals informing about the status of the services:
- driving — on the way to the User
- waiting — at pick-up location, waiting for the User
- transporting — driving the User/parcel (in case of courier delivery) to the destination
- complete — order completed The cost of the ride/service rendered shall be transmitted along with this status
- canceled — the Order has been canceled by the Carrier with a reference to the User's refusal indicating the reason for the refusal
- failed — the Order has been canceled by the Carrier for any reasons other than those described in the “canceled” item. If the Carrier does not provide the reason for the cancellation of the Order by the User, such Order shall be considered “failed”.
3.2.6. Request cancellation
The Service shall inform the Carrier about the cancellation of the Request, if:
- The request has been canceled by the User
- The request has been redirected to another Carrier
3.3. Requirements to the Carrier and the Drivers for provision of passenger and baggage transportation services upon Request within the framework of the Service
3.3.1. Requirements to Carriers
- Prior to start of carrying out activities of a taxi carrier, send a notification of the beginning of the activity to the local Executive body in accordance with the procedure established by the Law of the Republic of Kazakhstan “On Permits and Notifications”;
- Carrier's website with a description of the terms of transportation, fares, information about the person who provides the transportation services, and contacts;
- The carrier shall continuously transmit the Taxi location data (GPS tracks) to the Service and block transmission of patently false GPS tracks;
- Round the clock dispatch service capable of coordinating actions of the Driver and the User, if necessary;
- Necessary infrastructure that ensures proper monitoring of the technical condition of the Taxi before leaving for the route, as well as pre-trip medical examination of the drivers;
- Ensure timely replacement of vehicles in the event of a malfunction;
- Ensure adherence of the Drivers to the work and rest schedule;
- Comply with the requirements of all applicable laws, among other things, have its own information and dispatch service stipulated in sub-paragraph 4 of section 2 of article 26 of Law No. 476 “On road transport” of July 4, 2003.;
- Comply with other requirements stipulated by law.
3.3.2. Requirements to Drivers and Taxis:
- Taxis shall be equipped with at least two airbags in the basic version;
- Driver rating, determined by the rules published online at https://driver.yandex/rate, shall be equal to or greater than 4.4 of 5;
- Driver activity, determined by the rules published online at http://driver.yandex, shall be equal to or greater than 10 of 100;
- The Drivers and Taxis shall meet other requirements established by law, including legislation in the field of passenger and baggage transportation by means of passenger taxi and/or other transportation services, as well as by the Offer.
Should any of the Taxis/ Drivers of the Carrier fail to meet the above conditions or should Yandex consider the results of testing specified below in this paragraph to be unsatisfactory, only Taxis/Drivers that meet the requirements of the Service shall be allowed to work with the Service.
The services provided by Yandex to the Carrier under the Contract include consulting and testing the Drivers sent by the Carrier on issues related to fulfilling the Requests received within the framework of the Service, to operating the Service software, and other issues related to the Service.
3.3.3. General requirements for the provision of passenger and baggage transportation services by means of passenger taxi and/or other transportation services and/or courier delivery services at the Requests of the Service
- The Carrier shall ensure that the Taxi is delivered at the location and time specified in the Request.
- The Carrier shall ensure that the Taxi is delivered for the purpose of provision of the services at the Request in a technically sound and visually appropriate condition.
- The Carrier shall ensure that the professional qualities and qualification of the Drivers and the condition of Taxis meet the requirements of the Service and the current legislation of the Republic of Kazakhstan.
- The carrier shall provide the Users with passenger and baggage transportation services by means of passenger taxi and/or other transport services and/or courier delivery services at fares that do not exceed the maximum Yandex.Taxi fare agreed by the Parties, as well as within the range of the maximum cost of the ride/services provided, calculated in accordance with Clause 5 hereof.
- The free waiting time for the User shall be at least 3 (three) minutes (except for waiting during rides to/from airports).
- If the User has the “loyal” mark and less than 20% of user-canceled orders, It is forbidden to confirm the Request (to call) using phone before the time of delivery of the Car; it is allowed to call Users who have the “loyal” mark and less than 20% of user-canceled orders if it is necessary to specify the address of delivery /parcel receipt or the route to the place of delivery/parcel receipt.
- Automatic transmission of the “driving” status is forbidden (on the way to User). Transmission of such status is only allowed to be initiated manually by the Driver at the time when he actually set off for the provision of the services at the Request.
- In order to ensure traffic safety, when providing transportation services and other services to the User, the Driver is recommended to use no more than one technical device that facilitates accepting orders. If Yandex or the Carrier receives repeated complaints from the Users related to violations of this recommendation, Yandex shall have the right to take the measures specified in sub-clause 3.4 herein against the Carrier.
- The User's rating of the services provided by the Carrier shall not be directly accessible to the Driver. The average rating of services rendered may be available to the Driver with a time delay of at least 12 (twelve) hours.
- The Carrier shall respond to Yandex's requests via e-mail regarding the User/Driver inquiries, with the exception of those listed below, within 24 hours from the moment they are sent in order to resolve conflict situations and, if necessary, to pay compensation for the damage caused to the User, as well as to inform Yandex of the measures taken.
- The Carrier shall take measures listed above in this paragraph within 12 hours of receiving the User's inquiry if it is related to one of the following issues:
- double payment for the Carrier's services (directly in cash to the Carrier and non-cash payment to Yandex using the methods provided by the Service);
- cost of services provided by the Carrier exceeds the maximum Yandex.Taxi fare;
- driver refused to give the discount agreed by the Parties;
- any actions of the Driver that led to an increase in the pre-calculated cost of the Carrier's services reported to the User (change of the route, etc.);
- all other User inquiries related to material losses caused by the Driver's actions.
- The Carrier shall notify the User if the Taxi has not been delivered in time or if the Taxi has been reassigned not less than 10 minutes before the time of delivery specified in the Request Confirmation.
- Cancel the Request only in force majeure circumstances, except for cancellation at the User's initiative, and notify the User of the cancellation at least 10 minutes before the time of delivery of the Taxi specified in the Request Confirmation.
3.4. Suspension and Termination of the Carrier's access to the Service
Yandex shall reserve the right to prevent the Drivers/Taxis from accessing the Service, and/or limit the functionality of the Services, and/or suspend the provision of the Services to the Carrier in the following cases:
- For technical, technological or other reasons that prevent the correct functioning of the Service and during the time of elimination of such reasons;
- If there are multiple complaints from the Users at the Carrier;
- If the calculated cost of the transportation services provided to the User and other services exceed the maximum Yandex.Taxi fare agreed by the Parties;
- In case the Carrier violates the obligation to fulfill User Requests placed within the Service and having the same priority as orders received by the Carrier from other sources;
- Unfair fulfillment of the Service Requests;
- Reporting false information about the Taxi's location, Taxi status, drivers, Taxis, and about Requests canceled both at the initiative of the User and the Carrier, as well as about the reasons for the cancellation;
- Disclosure of personal information and phone numbers of Users to third parties, and/or making calls/sending SMS to these phone numbers, the content of which is not directly related to the provision of the services for the Requests (spam, advertising, etc.);
- Fulfillment of fraudulently generated Requests by the Driver, including Requests generated independently by the Driver fulfilling the Requests. It is understood however that Yandex shall have the right to determine at its own discretion whether a particular Request has been generated in bad faith, and not to disclose the algorithm for detecting fraudulently generated Requests and for determining Drivers who exercise independent generation of Requests to the Carrier;
- The Carrier and/or the Driver performs other unfair actions in relation to the Service. It is understood however that Yandex shall have the right to determine at Its own discretion whether a particular action of the Carrier, and/or the Driver is unfair to the Service and not to disclose the algorithm for detecting such actions to the Carrier. If the Carrier's and/or Driver's unfair actions have resulted in material losses incurred by Yandex, including lost profits, Yandex shall have the right to seek recovery of losses from the Carrier;
- Rude, impolite, incorrect behavior of the Driver towards the User, and/or other passengers of the Taxi;
- Dirty interior of the Taxi, presence of an unpleasant smell in the car interior;
- Two or more complaints from the Drivers about the Carrier's violation of its financial obligations to the Drivers;
- Carrier's refusal to fulfill 75% or more of the Requests (including Requests with a delivery location or destination at airports, and/or within a radius of 5 km from it, or Requests in other fare zones determined by Yandex);
- Other cases of violation of the obligations stipulated in the Contract by the Carrier/Driver.
Should the Carrier or the Carrier's Drivers refuse to check the quality of the transportation services and other services provided to the Users by Yandex, or should Yandex consider, including based on the results of the supervisory measures, the quality of the Carrier's services, including services provided by a specific Driver and on a specific Taxi, to not meet the requirements hereof, Yandex shall have the right to disallow specific Drivers and Cars to work with the Service, and/or send a notice demanding to eliminate the violations committed, and/or suspend the provision of the services to the Carrier, and/or terminate the Contract unilaterally.
If Yandex detects violations of the Service requirements specified in this clause of the Offer committed by the Carrier, Yandex may exclude the Carrier from the list of Carriers that accept the Service Requests by default, as well as suspend the provision of the services to the Carrier, and/or terminate the Contract unilaterally.
3.5. The information specified in Clause 3 hereof is exchanged through the Service interfaces.
4. Yandex.Taxi Fare
4.1. The terms of this Clause of the Offer are published in the Partner Web Interface at https://lk.taximeter.yandex.ru/cabinet/terms, and constitute an integral part of the Offer.
5. Cost of Services and Settlement Procedure
5.1. Remuneration to Yandex for the provision of the Informational Services (Service fee) shall be calculated in accordance with the rates defined in the General terms and conditions.
For the purposes of processing invoices and other documents related to the Contract, the Contract is assigned an identification number that is specified in the invoice.
The said amount of remuneration shall be transferred by the Carrier in USD in full, without deduction for any taxes, duties and other payments payable under laws of the Carrier's country; the Carrier shall pay such taxes, duties and other sums at its own expense.
If, according to statutory requirements, the Carrier is obliged to withhold any taxes, duties, fees, and/or other amounts from the remuneration due and payable to Yandex, subject to it being the income beneficiary, then the total cost of the Services due from the Customer shall be increased so that the amount of payment resulting after withholding the taxes is equal to the amount calculated in accordance with sub-section 5.1 hereof.
5.2. Payment for the Services shall be made by depositing funds to the Personal account.
5.3. Payment for the Services shall be made in a non-cash form, in particular by bank transfer or other legal means accepted by Yandex. Carrier shall choose and use the method of payment for the Services at its sole discretion.
5.4. The Carrier shall pay the remuneration for the relevant Reporting Period to Yandex within five (5) days from the date of receipt of an invoice from Yandex in the Partner Web Interface, but no later than the day preceding the Reporting Period, for which the payment is settled.
5.5. On the last day of a calendar month, Yandex shall draw up an Electronic report and send it to the Carrier no later than five (5) working days after the end of the calendar month.
5.6. The date of receipt of the Electronic report sent by Yandex to the Carrier via e-mail shall be deemed the working day following the day of sending.
5.7. The Parties have determined that the Carrier shall be deemed to have agreed with the data specified in the Electronic report if within seven (7) calendar days from the date of receipt of the Electronic report Yandex has received no written reasoned objections from the Carrier. Upon the expiry of indicated period, no claims regarding the performance of the Contract during the Reporting period shall be accepted.
5.8. The Carrier is considered to have fulfilled its obligation to pay the Service fee from the date of crediting of funds to the Yandex account. In some cases, if Yandex deems it fit, the following documents may be considered a proof of payment: a) a faxed copy of the payment order with a bank stamp proving the payment (in case of non-cash payments); b) a faxed copy of the payment receipt with a stamp of the bank processing the payment; c) Yandex's confirmation of the payment credited to Yandex via payment systems, in the case of electronic payment executed through the Service.
5.9. The Parties have agreed that, for the purposes of this Contract, in particular, for determination of the amount of the Service Fee, only the Statistics Data specified in the Partner Web Interface shall be used.
5.10. The parties have agreed that the final cost of the Services for the Reporting period shall be agreed and confirmed by the Parties in the Electronic report.
6. Special conditions
6.1.1. For the purposes of the Offer, the following terms and definitions are used in the following meaning:
Branded Vehicle — a Taxi, all advertising spaces of which (body, interior, light box — if available) by efforts of the Carrier and in accordance with the requirements published by Yandex at https://driver.yandex/branding/guides (hereinafter referred to as “Requirements for Branded Vehicles”), have been covered with the Advertisements of Yandex, and that belongs to the Carrier on the property right, or other proprietary right, or in respect of which the Carrier is authorized by the owner to place advertising materials onto. The list of car models that can be used as Branded Cars shall be determined by Yandex at its discretion. If there is a light box on the Taxi, the lighting shall be turned on during the entire period when the Taxi is on-line.
Advertisements — text and (or) graphic materials, including text, photos and other illustrations representing Yandex, and (or) persons belonging to the same corporate group, and (or) the Service, and (or) the services of Yandex, and (or) persons belonging to the same corporate group, provided by Yandex to the Carrier for placement on the Taxi at request in accordance with the terms of the Offer.
In order to improve quality of the Service and loyalty of the Users to the Carrier's vehicles and the Service, the Parties have agreed that Yandex shall have the right to determine requirements for Taxis, on which the Advertisements can be placed.
6.1.2. When calculating the remuneration fee for each Request Confirmed by the Carrier in accordance with the procedure set out in Clause 5, Yandex shall have the right to grant the Carrier a discount on Services (hereinafter referred to as Discount on Services), in particular, if the Carrier simultaneously fulfill the following conditions:
- The Confirmed Request has been fulfilled by a Branded Vehicle;
- The Carrier maintains the proper technical and visual condition of such a Branded Vehicle, including, but not limited to: no damage to the body of the car larger than A4 size (including damage to the paintwork and film, if any); no damage to the glass elements and headlights of the car; no damage to the passenger seats;
6.1.3. If the Carrier places Advertisements, the Carrier shall:
- independently restore (replace) illegible(damaged) Advertisements;
- ensure that the Advertisements are placed in accordance with the legal requirements and technical regulations, and in such a way that they do not jeopardize traffic safety, particularly but not exclusively, do not limit the sight of the persons driving the vehicle and other traffic participants;
- Immediately at Yandex's request provide Yandex with a photo report on placement of the Advertisements. The photo report is provided by the Carrier via email to the following address: email@example.com. The photo report shall be confirmed to have been provided when Yandex sends a corresponding email reply to the specified email box;
- report the number of Branded Vehicles via email on a weekly basis at Yandex's request;
- during the period of placement of the Advertisements, refrain from placing other advertising, informational, and promotional materials onto the Branded Vehicles (including, but not limited to, the body, interior, rear window, light box, if any) without the consent of Yandex;
6.1.4. The amount of the discount (if granted), as well as other conditions of its provision are published in the Partner Web Interface online at https://lk.taximeter.yandex.ru/cabinet/terms, and are an integral part of the Offer.
6.1.5. The final cost of Yandex Services, with the Discount on Services being considered, shall be indicated in the Invoice and in the Electronic Report issued in accordance with the terms and conditions of the Contract at the end of the Reporting Period.
6.1.6. Yandex shall have the right to supervise the Carrier's compliance with the conditions for the provision of the Discounts for Services by any means that do not contradict the law. The data obtained by Yandex as a result of such supervisory measures shall be sufficient, but not exclusive, for denial to provide the Carrier with a Discount on Services.
6.1.7. The document published in the Partner Web Interface online at https://lk.taximeter.yandex.ru/cabinet/terms may contemplate additional requirements for the Branded Vehicles.
6.1.8. The parties have agreed that the Advertisements shall not be placed onto vehicles that are used to fulfill Requests for “Business” class service.
6.1.9. The parties have agreed that if Yandex Advertisements are placed onto a Taxi in violation of the requirements for the Branded Vehicles, including placing the Advertisements by the Carrier and (or) the Driver using magnetic stickers, Yandex shall have the right to disallow specific Drivers and Taxis to work with the Service, and/or send a notice demanding to eliminate the violations committed, and/or suspend the provision of the services to the Carrier, and/or terminate the Contract unilaterally at Yandex's discretion.
7. Offer Acceptance and Conclusion of the Contract
7.1. The Offer Acceptance and Conclusion of the Contract is performed as follows:
7.1.1. Click “I have read, agree with and fully accept the terms of the Offer” button (or similar in meaning) in the Partner Web Interface or on Yandex website at https://forms.yandex.ru/surveys/8664;
7.1.2. Send a notification of acceptance of the Offer signed by the Carrier to the Yandex email address.
7.2. The Offer Acceptance initiates a Contract (Article 396 of the Civil Code of the Republic of Kazakhstan) subject to the terms of the Offer.
7.3. If, after fifteen (15) days from the date of the Offer Acceptance, the Carrier has not started the provision of the Services in accordance with the Statistics data, Yandex shall have the right to suspend the provision of the Informational Services and (or) terminate the Contract unilaterally without prior notice.
7.4. By agreeing to the terms and accepting the terms hereof by means of the Offer Acceptance, the Carrier (or a representative of the Carrier, including an individual duly authorized to enter into the Contract on behalf of the Carrier) shall assure Yandex and guarantee Yandex that:
(i) the Carrier (representative of the Carrier) has all the rights and powers necessary to conclude and execute the Contract;
(ii) the Carrier enters into the Contract voluntarily, with the Carrier (representative of the Carrier) having performed the following: a) has fully familiarized with the terms and conditions of the Offer, b) has fully understood the subject of the Offer and the Contract, C) has fully understand the meaning and consequences of their actions in relation to the conclusion and execution of the Contract;
(iii) the Carrier (representative of the Carrier) has provided valid information, including personal data, about the Carrier (representative of the Carrier) in the Partner Web Interface and reliable information, including personal data, about the Carrier at the time of drawing up of the payment documents for the Services.
8. Liability of the Parties. Warranties.
8.1. The Parties shall be liable for violations of the terms and conditions of the Contract subject to the terms and conditions of the Contract and to the current legislation of the Republic of Kazakhstan.
8.2. Should a Party improperly perform its obligations under the Contract, the other Party shall have the right to unilaterally refuse to perform the Contract by sending a corresponding written notice to the other Party.
8.3. Total liability of Yandex under the Contract, including the amount of penalties (penalty fees, forfeit) and/or compensable damages, for any claim in relation to the Contract or its performance is limited to 10% of the cost of Services under the Contract for the calendar month in which Yandex violated the Contract.
8.4. If the Carrier provides false information, including deliberate misrepresentations of the information about the location of Taxi (GPS tracks), and in case of violations of the obligation set out in sub-clauses 2.3.3., 2.3.7., 2.3.8., 2.3.11., 2.3.12., 2.3.13 of the Offer, the Carrier shall, at Yandex's request, pay a penalty of 100,000 (one hundred thousand) tenge for each case of violation, as well as shall compensate Yandex for losses caused by such violation in the amount not covered by the penalty. Yandex shall reserve the right to suspend the provision of the Services to the Carrier and/or bring the Contract to an early termination unilaterally and without judicial procedures by notifying the Carrier.
8.5. Should the Carrier violate the obligations set out in sub-clauses 2.3.4., 2.3.7., 3.3.1., 3.3.2., 3.3.3., 4.19.3, 4.19.4, 4.19.5 of the Offer, Yandex shall have the right to suspend the provision of the services to the Carrier and/or bring the Contract to an early termination unilaterally and without judicial procedures by notifying the Carrier.
8.6. If the Carrier defaults on payment for Yandex's Services, Yandex may require that a penalty of 0.1% of the overdue amount be paid for each day of delay. No penalty shall be charged and paid without submitting a claim.
8.7. Should Yandex have two or more complaints of the Driver at the Carrier's violation of its financial obligations towards the Drivers, the Carrier shall, at Yandex's request, pay a penalty of 50,000 (fifty thousand) tenge for each such complaint.
8.8. Should Yandex have information about the Carrier's violation of the obligation provided for in sub-clause 3.1.4 of the Offer, that takes the form of presentation of false information about the Taxi, the Carrier shall, at Yandex's request, pay a penalty of 10,000 (ten thousand) tenge for the first case of violation, 30,000 (thirty thousand) tenge for the second case of violation, and 50,000 (fifteen thousand) tenge for the third and all subsequent cases of violation.
8.9. Should Yandex have ten or more complaints of the Driver at the Carrier's violation of its financial obligations towards the Drivers, the Carrier shall, at Yandex's request, pay a penalty of 50,000 (fifty thousand) tenge for each such complaint.
8.10. The Parties shall be relieved from liability for failure to perform and/or improper performance of their obligations under the Contract, if it is due to force majeure events (force majeure), which are beyond reasonable control of the Parties, including, but not limited to, natural disasters, fires, industrial disasters and catastrophes, accidents at engineering structures and utility lines, mass riots, hostilities, acts of terrorism, mutinies, civil unrest, strikes, regulatory acts issued by government and local self-government authorities which prevent the Parties from the performance of their obligations under the Contract, i.e. extraordinary circumstances being insuperable in the given conditions and occurring after the conclusion of the Contract. A Party claiming that it is impossible to perform its obligations hereunder due to force majeure events, shall immediately notify the other Party thereabout. The occurrence of force majeure events shall be confirmed by relevant competent authorities.
8.11. Yandex shall guarantee that the provision of the services to the Carrier under the Contract does not contradict the legislation of the Republic of Kazakhstan, the obligations assumed by Yandex toward third parties, and otherwise does not violate the rights and legitimate interests of third parties.
8.12. Should Yandex's performance under the Contract be the basis for filing claims, claims and/or orders for payment of penalties against Yandex by government agencies and/or third parties (including Users), the Carrier shall immediately provide Yandex, at its request, with all information requested to assist Yandex in settling such claims and orders, and shall reimburse Yandex for documented losses (including legal expenses, expenses for payment of fines) caused to Yandex as a result of such claims and orders in connection with the violation of the rights of third parties and/or the current legislation of the Republic of Kazakhstan resulted from Yandex's performance of the Contract.
8.13. With the exception of the warranties expressly stated in the text of the Offer, Yandex shall not provide any other express or implied warranties under the Contract and shall expressly disclaim any warranties or conditions regarding the performance, uninterrupted or error-free operation, and compliance of the Services in relation to the Carrier's specific goals.
8.14. Yandex shall not be liable for and shall not reimburse for any losses, including any damage, direct or indirect, caused to the Carrier or third parties as a result of the use or inability to use the Services, their individual components and/or functions.
8.15. Should Yandex fail to comply with the warranty stipulated in sub-clause 8.11. hereof, which will result in third-party's demands, claims, and/or actions filed against the Carrier, Yandex shall settle these demands, claims, and/or actions independently and at its own expense, and shall reimburse the Carrier for actual (proven) damage it incurred thereby.
8.16. Each Party shall assert and guarantee to the other Party that in order to fulfill the terms and conditions of the Contract:
(i) it has the full rights and powers of a legal entity or individual entrepreneur, as well as the legal capacity of an individual, and/or a special status that allows it to carry out business activities without registration as an individual entrepreneur, in order to conclude and fulfill the terms and conditions of the Contract;
(ii) it has made the corporate decision necessary to authorize the performance of the Contract;
(iii) each Party undertakes to comply with all applicable laws of the state, under the laws of which the Party is registered as a legal entity, or in which the Party is registered as an individual entrepreneur (if applicable), taking into account the products and/or services provided by the Party.
8.17. In case of violation of sub-clause 2.3.16. the Carrier shall, at Yandex's request, pay a penalty in the amount of 300,000 (one hundred thousand) tenge for each case of violation, and shall reimburse Yandex for losses caused by such violation in the amount not covered by the penalty. Should the Carrier refuse to pay the penalty, Yandex shall reserve the right to suspend the provision of the Services to the Carrier and/or bring the Contract to an early termination unilaterally and without judicial procedures by notifying the Carrier.
8.18. Should Yandex have information about the Carrier's violation of the requirements for the Branded Vehicles provided for in Clause 7 hereof, the Carrier shall, at Yandex's request, pay a penalty of 50,000 (one hundred thousand) tenge for each case of violation identified by Yandex.
9. Duration of the Offer and Amendments
9.1. The Offer becomes effective once published online at http://yandex.kz/legal/taxi_offer, and is valid until Yandex withdraws the Offer.
9.2. Yandex shall reserve the right to amend and/or withdraw the Offer at any time as it thinks fit. Should Yandex make changes to the Offer and/or the Cost of Services, such changes shall take effect from the moment the amended text of the document is published online at http://yandex.kz/legal/taxi_offer or https://lk.taximeter.yandex.ru/cabinet/terms, unless a different time period for the changes to take effect is specified additionally at the time of such placement.
9.3. The Carrier agrees and acknowledges that any modification of the Offer shall result in the modification of the Contract effective for and concluded between the Carrier and Yandex and this modification of the Contract shall become effective at the time such modification to the Offer is made.
9.4. Should Yandex withdraw the Offer during the term of the Contract, the Contract shall be deemed terminated upon withdrawal unless otherwise is specified by Yandex at the time of withdrawal of the Offer.
10. Duration, Amendment and Termination of the Contract
10.1. The Contract shall come into force from the moment the Offer Acceptance by the Carrier and is valid until the termination of the Contract.
10.2. The Contract may be terminated:
10.2.1. At any time upon agreement of the Parties.
10.2.2. By either Party acting unilaterally and out of court, subject to mandatory preliminary written notification of the other Party at least 10 calendar days prior to the anticipated date of termination;
10.2.3. By either Party should the other Party violate the terms of the Contract and subject to written notification of the other Party.
10.2.4. For other reasons set out in this Offer.
10.3. Termination (cancellation) of the Contract, regardless of the reason of termination (cancellation), shall result in automatic concurrent termination of the contract for the provision of services in promotion of Service by the Carrier, and the contract for the provision of services in transportation of passengers and luggage by means of taxi and other services to Corporate Users (if applicable).
11.1. The Contract and its performance shall be governed by the laws of the Republic of Kazakhstan.
11.2. Any notices under the Contract shall be forwarded by the notifying Party to the Party to be notified via email, fax, courier or by recorded delivery. Copies of documents delivered by email or by fax shall be recognized by the Parties as binding until the original copies are provided to each Party, which shall be done by the Parties in the shortest possible time (except as otherwise provided in the Contract).
11.3. Should one or more provisions of the Contract be deemed invalid, such invalidity shall not affect the validity of any other provision of the Contract or the entire Contract.
11.4. Without contradicting the terms of the Offer, Yandex and the Carrier shall at any time be at liberty to commence a Contract for the Services in a form of a written bilateral document.
11.5. The Parties shall seek to settle all disputes arising from or in connection with this Contract by means of negotiations. Should the Parties fail to reach an agreement by means of negotiations, they will settle the disputes associated with the provision of the Services by Yandex under the Contract through the pre-trial process (using the procedure of raising claims). A claim shall be filed by the Carrier in writing (signed and sealed by the Carrier's authorized representative). The claim shall state a reasonable demand of the Customer. The claim shall be sent to the location of Yandex by recorded delivery or by courier requiring the addressee’s signature upon delivery. The Carrier shall be at liberty to raise the claim within one (1) month from the date of the reported violation. Should the Parties fail to make an agreement within thirty (30) calendar days from the date of sending the claim by the Customer, all disputes arising in connection with the present Contract or further agreements resulting therefrom, shall be settled in the court of international arbitration at the location of Yandex in the Netherlands (Netherlands Arbitration Institute) (hereinafter referred to as “Arbitration”).
- Unless both Parties agreed otherwise: (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.
- The arbitration award shall be final and binding.
- Notwithstanding any dispute under the Contract, the Parties shall continue to perform their respective obligations under the Agreement unless the Parties agree otherwise.
11.6. Yandex may provide the Carrier with a translation of this Offer from Russian into other languages. However, in the event of a conflict between the Offer in Russian and its translation, only the Russian version of the Offer will be legally binding.
11.7. Except when expressly provided in the Offer or previously agreed upon by the Parties in writing in the form of an addenda to the Contract, 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. This provision shall not apply to the Carrier's use of Yandex's means of individualization contained in the Advertisements transferred by Yandex to the Carrier provided that the Carrier complies with the rules for using Yandex's means of individualization determined by Yandex.
11.8. The content of the Contract and the Offer, as well as all other information related to the performance of the Contract and that has come to the knowledge of to the Parties in connection with the performance of the Contract shall be recognized by the Parties as confidential information of the Parties. Such information shall not be disclosed by the Parties except as expressly provided in the Offer, or where disclosure of such information is necessary to maintain the quality of the provided Service, including in connection with the transfer, sale, merge, accession of business, as well as with conduction of experiments aimed at improving the quality of the provided Services by Yandex both independently and with the involvement or participation of third parties.
11.9. The parties have agreed that Yandex shall be at liberty to disclose to third parties any information received from the Carrier as part of the performance of the Parties' obligations under the Contract in order to provide access to the Service, including (but not limited to) the following information:
11.9.1. number of Taxis connected to the Service;
11.9.2. number of Drivers connected to the Service, indicating the class of the vehicle.
11.9.3. average duration of the Driver's connection to the Service;
11.9.4. number of Drivers connected to the Service for more than 6 months (including % of the total number of Drivers connected to the Service);
11.9.5. average on-line time of the Taxi (in %);
11.9.6. total cost of the passenger and baggage transportation services performed by means of passenger taxi provided by the Carrier at Requests placed using the Service (including Requests for the previous 12 months), broken down by month;
11.9.7. average cost of the passenger and baggage transportation services performed by means of passenger taxi provided by the Carrier at Requests placed using one specified Taxi;
11.9.8. number of confirmed Requests during one calendar month;
11.9.9. date of conclusion of the Contract for provision of access to the Service;
11.9.10. company name and address of the Carrier;
11.9.11. reviews of the Drivers (including the driver's last name, first name, patronymic, brand name of the Carrier, make, model, color and year of production of the Taxi, start date and (if available) end date of work for the Carrier, information about the passage of photo control, the Carrier's opinion about the Driver, the driver's debt to the Carrier and other information).
11.9.12. other information.
11.10.The carrier shall immediately notify Yandex of any changes to its details (name, actual address, location address, bank details, etc.) by sending a scan of the official letter to the e-mail address specified in Clause 12 hereof, subject to sending the original of the specified letter to Yandex.
11.11.The carrier shall inform Yandex about the VAT rate applicable during the provision of the transportation services no later than on the date of conclusion of the Contract, and shall report all changes in the applicable VAT rate no later than 20 working days before the corresponding change. The specified information shall be reported by the Carrier to Yandex via e-mail. The carrier is responsible for communicating the specified information to Yandex, as well as for ensuring that the specified information is correct. If the Carrier's provision of inaccurate information or its failure to provide the information described in this paragraph has resulted in disputes or third-party claims against Yandex, and/or prosecution by the state authorities, the Carrier shall resolve the disputes and settle such claims by its own efforts and at its own expense, or shall reimburse for the damages (including legal expenses and penalties imposed) incurred by Yandex as a result of such claims, actions and sanctions, and shall assist Yandex in settling the orders of the state authorities. It is understood however that the Carrier shall immediately provide Yandex with all requested information set out in this clause. If the information set out in this paragraph is not provided, Yandex shall be at liberty to suspend the provision of Services until the relevant information is received and/or terminate the Contract unilaterally.
11.12.The grounds for suspension of the provision of the services may also be stipulated by the document published in the Partner Web Interface on the Internet at https://lk.taximeter.yandex.ru/cabinet/terms, and which is an integral part of the Offer.
11.13.Yandex shall have the right to unilaterally modify information containing the name, legal address, business identification number (BIN)/unique Identification Number (IIN), last name, first name, patronymic, and position of the person entitled to act on behalf of the Carrier without a power of attorney, and specified by the Carrier in the Partner Web Interface or on the Yandex website at https://forms.yandex.ru/surveys/8664, in cases when, in Yandex's opinion, the specified information contains errors or typos in comparison with the information contained in eGov. Identification of information about the carrier in eGov is carried out by Yandex using the business identification number (BIN)/unique Identification Number (IIN). Should the Carrier fail to agree with the modified information, the Carrier shall immediately notify Yandex thereof.
12. DETAILS OF YANDEX
Legal form: Limited Liability Company
Location: Schiphol Boulevard 165, 1118 BG Schiphol, the Netherlands
Registration Number: 64591069
Tax file number NL: 8557.33.949
Date of incorporation: November 19, 2015
Date of registration (in the Trade register): November 20, 2015
USD account No.: 0020160135
IBAN: NL58 INGB 0020 1601 35
in ING Bank NV (Amstelveenseweg 500, 1081 KL Amsterdam, the Netherlands)
Email address for official notices under the contract: firstname.lastname@example.org
If you have technical issues, use the “Technical support” section in the Partner Web Interface.
Date of placement: February 28, 2020
Effective date: March 01, 2020