Service agreement when working in marketplaces
This agreement (hereinafter referred to as the Agreement) is a public offer (Article 437 of the
Civil Code of the Russian Federation), that is, an offer by SellerMARKET to conclude an
agreement with the Client for services when working in marketplaces, stated in the Agreement.
The Agreement regulates the provision of services for the registration of the Client and the development of sales of his goods in the Marketplaces agreed by the Parties (hereinafter referred to as the Registration and Sales Development Services), as well as the provision (access) of SellerMARKET software (hereinafter referred to as the Software) as a service modelled on SaaS (Software as a service) with the purpose to automate sales management on 30+ Marketplaces (hereinafter - Sales Management Services).
Terms and definitions
1.1. SellerMARKET is a group of companies providing services under this Agreement. In particular:
1.1.1. Services for registration and development of sales are provided by Limited Liability Company "SEO.GROUP" (TIN 1660276215, OGRN 1161690127136);
1.1.2. Sales management services are provided by “SellerMARKET” Limited Liability Company (TIN 1655443767, OGRN 11201600068570).
1.2. Client - the customer of services under the Agreement
1.3. SellerMARKET website is a website on the Internet at https://sellermarket.ru , the copyright holder of which is SellerMARKET Limited Liability Company.
1.4. . LK.MARKET website is a website on the Internet at https://lk.market , the copyright holder of which is “SellerMARKET” Limited Liability Company.
1.5. Marketplace (MP) is an e-commerce platform, an online e-commerce store that provides information about a product or service of third parties, whose operations are processed by its operator. In general, the marketplace is an optimized online platform for the provision of products and services.
1.6. Acceptance - full and unconditional acceptance of the terms of the Agreement (offer) by registering a personal account on the website https://lk.market/promo, as well as payment by the Client of the Invoice-Offer to this Agreement in the event of the provision of services for registration and sales development.
1.7. Software (SW) - a set of data and commands presented in an objective form intended for the operation of computers and other computer devices in order to obtain a certain result, including preparatory materials obtained in the course of developing a computer program and the visual displays generated by it. The software is a unique development of SellerMARKET in the form of a cloud service that allows you to manage numerous Marketplaces (trading platforms) of the Client through the Personal Account, including optimizing prices, delivery and sales of the Client's goods through predictive analytics based on neural network technologies (ML) and Artificial Intelligence (AI). The software connects to the personal account of the Client's Marketplaces via an API key and receives or transmits data. Access to the software is provided to the Client within the limits specified in the personal account, according to the available functions, as well as being necessary for use in order to obtain the declared services. The copyright holder of the software is “SellerMARKET” LLC, the software is registered as a computer program in Rospatent.
1.8. Personal Account - a personal control center for the Client's services on the website https://lk.market , which is a module (part) of the software. The personal account allows the Client to use the presented functionality, including replenishing the account, choosing suitable tariffs, registering and paying for services, adjusting user settings, etc.
1.9. Invoice-Offer - a document referring to the Agreement and defining the necessary services in accordance with the needs of the Client. The Invoice-Offer is an integral part of the Agreement. Payment by the Client of the Invoice-Offer indicates the conclusion by the Parties of this Agreement (acceptance by the Client of the terms of the Agreement) and agreeing by the Parties to specific services and essential conditions of the Agreement.
1.10. Materials - advertising and informative materials provided by the Client, containing information about the range, prices, characteristics, availability of goods offered in the Client's store to potential buyers in the current period, information about the location of the Client's points of sale, images, descriptions and other information about the offers of goods and / or the Client’s store, agreed by the Parties.
1.11. Registration in the MP - clarification of the terms of cooperation with the MP, registration of the Client's personal account, adding brands as needed, agreeing on the terms and conditions and bringing the Client to the MP before signing the contract, integrating the Client's accounting systems with the MP systems via API, setting up product cards (visual display of the Client's product offer), passing through the moderation of the Client's goods.
1.12. Development of sales in MP - a set of measures aimed at increasing brand awareness, working out feedback from customers, managing product cards and stocks, analyzing sales and competitors, preparing recommendations on the presented assortment and shipments, adding new product cards, improving sales in MP and the Internet, other actions in order to attract an interested target audience and encouraging customers to make purchases.
Subject of the Agreement
2.1. SellerMARKET, provides services to the Client for registration and sales development, as well as Sales management services in relation to the Marketplaces agreed by the Parties in accordance with the selected tariffs (hereinafter referred to as the Services), and the Client accepts and pays for the services in the manner set out by the Agreement and the Invoice-Offer.
2.2. Types of SellerMARKET services and their cost under this Agreement are defined in the List of Services on the websites at https://sellermarket.ru/pricing and https://lk.market/pricing , as well as in the Client's Personal Account.
2.3. The volume, cost, terms and conditions for the provision of services are agreed by the Parties in the Offer-Invoice or in the Personal Account.
2.4. SellerMARKET has the right to involve third parties in the provision of services under this Agreement. SellerMARKET is liable to the Client for the consequences of non-performance or improper performance of obligations imposed on third parties.
The procedure and conditions for the provision of services for registration and sales development
3.1. The provision of services is carried out after the Client registers a personal account on the LK.MARKET Website in the following ways:
3.1.1. A client, interested in the services of SellerMARKET, leaves a request on the SellerMARKET Website. The SellerMARKET manager sends the Client a unique link to register a Personal Account. The Manager also agrees with the Client on a package of services / selected Marketplaces and sends an Invoice for their payment; or 3.1.2. The Client registers his Personal Account on his own on LK.MARKET Website.
3.2. The Invoice-Offer is valid for payment within 5 (Five) calendar days. If the Client makes the payment within a period exceeding that specified in the Invoice-Offer, SellerMARKET has the right, at its discretion, to accept such Acceptance and start providing services, or refuse to accept such Acceptance, refunding the amount of the prepayment to the Client.
3.3. After the payment, the services are considered agreed on and the order for them made. If the selected tariff contains a free period for the provision of services, then they are considered to be provided properly in case of signing of the Act on the services rendered, in the manner provided for in clauses 5.4.-5.6. of the Agreement.
3.4. Unless otherwise provided by the Invoice-Offer, SellerMARKET begins to provide services to the Client from the moment the Client complies with the following conditions:
3.4.1. The Client has accepted the Agreement (Offer) and paid for the selected services under the Invoice-Offer.
3.4.2. The Client has provided the Materials that meet the requirements of the Agreement, Invoice-Offer, legislation and MP.
3.5. The Client independently prepares the Materials and provides them to SellerMARKET. The Client, independently and in full, bears the responsibility stipulated by the legislation as the Party which brought the information into a ready for distribution form of advertising, and guarantees the compliance of the Materials compiled and provided to SellerMARKET for placement in the above order with all the requirements of the current legislation of the Russian Federation, and other applicable legislation.
3.6. If the Materials are provided by the Client in violation of these rules and requirements, SellerMARKET has the right to refuse to post such Materials, suspend or terminate the provision of services in relation to such Materials, terminate the Agreement. 3.7. The client is not entitled to transfer his rights under the Agreement to any third party without the prior consent of SellerMARKET. The obligation to confirm the existence of such consent lies with the Client.
3.8. Services are provided to the Client in the amount corresponding to the amount of the prepayment made (unless otherwise provided by the Invoice-Offer). SellerMARKET reserves the right to immediately suspend the provision of services and / or terminate the Agreement unilaterally if the cost of services provided by SellerMARKET under the Agreement has become equal to or exceeds the amount transferred by the Client to SellerMARKET's current account as an advance payment for the provision of services.
3.9. In case of registration of the Client on the MP, the Client is solely responsible for the safety and confidentiality of the registration data (login and password). The Client is solely responsible to third parties for all actions committed by third parties using the Client's login and password.
The procedure and conditions for the provision of Sales Management Services
4.1. A client interested in Sales Management Services registers a Personal Account on the LK.MARKET Website
4.2. To receive the service in the Personal Account, the Client replenishes his balance and chooses the appropriate subscription tariff, depending on the number of Marketplaces, users and the number of product cards. The tariff is considered activated after debiting the amount of the tariff declared in the Personal Account from the Client's balance.
4.3. From the moment of registration, the Client is on the Demo tariff plan (no monthly paid subscription). At the same time, the Client is assigned:
- a personal account to which the Client has the right to deposit the amount of money used to pay for services. The amount of money deposited at a time to a personal account by a User who is a legal entity or an individual entrepreneur cannot be less than 5,000 (five thousand) rubles;
- tariff account, to which the funds contributed by the Client as a monthly fee are credited. The monthly (one-time) payment is determined by the terms of the corresponding tariff. The amount of money on the tariff account can be used to pay for services, as well as to pay the subscription fee for the past billing period for the selected tariff;
- a bonus account used to accrue bonus points, the size and timing of which are determined by SellerMARKET. One bonus point is recognized as equivalent to one ruble. Bonus points can only be used to pay for services.
4.4. The client has the right to switch to any of the tariffs, subject to the payment of a monthly fee and linking the bank card to the tariff account in the Personal Account, and for Clients who are legal entities or individual entrepreneurs, subject to the monthly payment and linking the bank card to the tariff account, or provided that a monthly fee is paid to the tariff account by paying the invoice by bank transfer from the account of a legal entity or individual entrepreneur.
4.5. After switching to tariffs, the monthly payment in full will be automatically charged at the beginning of the billing period and credited to the tariff account by debiting from the linked bank card or from the Client's personal account in the Personal Account (excluding VAT, Chapter 26.2 of the Tax Code of the Russian Federation). If the subscription to the tariff plan is carried out by issuing an invoice for a legal entity or an individual entrepreneur, then seven calendar days before the end of the billing period, an invoice will be sent to the e-mail box specified during registration, after payment of which the validity of the tariff plan will be renewed. In this case, services are provided to the Client if the amount on the Client's accounts is greater than or equal to the total cost of the selected services (tariff plan).
4.6. Funds are spent from the Client's accounts in the following order: initially, services are paid from the funds in the tariff account, when these funds are exhausted - from the funds in the personal and bonus accounts. At the same time, at the end of each billing period, the unused balance of funds on the tariff account is debited as a subscription fee for the tariff for the past billing period, the amount of which is limited by the amount of funds remaining on the tariff account.
4.7. The tariff is changed free of charge no more than 2 (two) times a month, while the current tariff is valid until the end of the billing period, after which the new tariff is applied, subject to the monthly payment for the selected tariff plan to the tariff account from the moment of the end of the billing period for the current tariff plan. The transition to the tariff is carried out on the basis of the will of the Client from the end of the billing period for the current tariff, or due to the lack of funds on the Client's accounts sufficient to pay for the tariff for the next billing period. In this case, the balance of funds on the personal account is used to pay for software services in accordance with the tariff. Changing the tariff more than 2 (two) times a month is carried out in agreement with SellerMARKET.
4.8. The funds deposited to the personal account can only be used to pay for services under the Agreement and are not refundable.
4.9. The deadlines for the execution of the Sales Management Services are determined when choosing a subscription tariff in the Personal Account. For the services rendered, the Act on the services rendered is formed and signed on a monthly basis in accordance with clauses 5.4-5.6 of the Agreement.
Terms of fulfillment of obligations in the provision of Services for registration and sales development
5.1. The parties decided that the settlement stage (period) of registration and development of sales in MP is a period of 1 (One) Stage, where:
- Stage # 1 (registration, sale of the first 10 goods in MP) corresponds to 45 (Forty-five) calendar days, starting from the day following the day of receiving the full prepayment. Stage # 1 is considered completed either upon the expiration of this period, or upon reaching the goal, that is, on the day the tenth product is sold on the MP.
- Stage # 2 (development of sales in MT). The transition to stage # 2 occurs after the end of Stage # 1 if the Client pays the corresponding invoice. The start date of Stage # 2 is the day following the day the full prepayment is received. The billing period during stage # 2 corresponds to one calendar month.
The client has the right to refuse to move to the next stage of the provision of services by refusing to pay the next invoice.
5.2. The terms of services stated in clause 5.1. Of the Agreement may be changed by agreement of the Parties. In case of earlier achievement of the agreed goals (sales in the amount of 10 goods at Stage # 1 and sales in the amount of 500,000 rubles at Stage # 2), the corresponding Stages are considered fully completed, while SellerMARKET has the right to change the terms and proceed to the tasks of the next Stage without agreement with the Client, subject to payment for services.
5.3. SellerMARKET provides the Services for registration and sales development specified in the Invoice- Offer for 12 (twelve) calendar months from the date of commencement of the provision of services, unless other terms are provided for in the Invoice-Offer. The provision of services begins on the day following the day of receipt of prepayment for the first stage of services.
5.4. On a monthly basis (on the last day of the reporting period) and / or on the last day of the provision of services under the Agreement (Offer Invoice), SellerMARKET generates a unilateral Act of Services Rendered for each type of services provided in accordance with the volume of Services actually provided in the reporting period. The Invoice-Offer may provide for a different procedure and terms for the formation of Acts on the services rendered.
5.5. Services are deemed to have been rendered by SellerMARKET properly and accepted by the Client in the amount specified in the Act if SellerMARKET has not received motivated written objections from the Client within 10 (Ten) calendar days after the end of the reporting period.
5.6. On the expiry of the period specified above, the Client's claims under the Act, including the quantity (volume), cost and quality of services, are not accepted.
Price of the Agreement and payment procedure
6.1. The cost of services is determined in the Personal Account and the Invoice- Offer according to the List of Services. Ordering a service is the Client's agreement to pay for it at the cost effective at the time of ordering.
6.2. Services are subject to payment in full prepayment, unless otherwise agreed in the Invoice-Offer and / or in the Personal Account.
6.3. The cost of services is set in Russian Rubles. Payments are made in a non-cash form on the basis of issued invoices or by replenishing the balance in the Personal Account.
6.4. The Client pays for services under the Agreement on the basis of SellerMARKET invoices no later than 5 (five) banking days from the date of receipt of the invoice. The date of payment means the date of receipt of funds to the SellerMARKET account.
6.5. The cost of services indicated in the List of Services and / or Personal Account may be changed by SellerMARKET prior to the date of approval of the next Invoice-Offer unilaterally, or in the event of a significant change in the cost of additional materials and costs of SellerMARKET.
Obligations of the parties
7.1. SellerMARKET undertakes:
7.1.1. Provide services in a quality manner, in accordance with the Agreement and the Invoice-Offer.
7.1.2. Provide the Client with information on creating content for small businesses: writing text materials, the intended name, content, photo and text descriptions of product cards, as well as recommendations and / or writing requirements.
7.1.3. As agreed with the Client, or on the recommendation of the Client, make changes related to the content on the MP, including adjusting prices, information on promotions related to editing the description of product cards in order to improve the attractiveness and demonstrate consumer properties, ease of searching and purchasing in the MP.
7.1.4. Provide the Client with access to the software and its declared functionality.
7.1.5. Carry out software maintenance.
7.1.6. Within a reasonable time, inform the Client about all software updates and improvements, scheduled and preventive maintenance work that may significantly adversely affect the software's performance.
7.2. SellerMARKET has the right to:
7.2.1. Temporarily suspend the provision of services to the Client under the Agreement for technical, technological or other reasons (including through the fault of the MP) that impede the provision of services, for the period of elimination of such reasons.
7.2.2. Suspend the provision of services and / or terminate the Agreement with the Client unilaterally if the Client is in arrears in payment for SellerMARKET's services (in particular, has violated the term for payment for the Services provided to the Client under the Agreement).
7.2.3. Suspend the provision of services under the Agreement and / or early terminate the Agreement unilaterally out of court by notifying the Client in cases of violation of the Client's obligations.
7.2.4. Modify the software in order to improve its functionality, as well as add further functionality and capabilities (features) at any time without prior notice to the Client.
7.2.5. Carry out preventive and technical work to maintain the functionality of the software, during which the Client will not be able to use the software.
7.2.6. Immediately block / suspend the Client's access to the software capabilities in cases of violation by the Client of the provisions of this Agreement.
7.3. The client undertakes:
7.3.1. Accept and pay for SellerMARKET's services in the amount and within the time frame specified in the Invoice- Offer and in the Personal Account.
7.3.2. Timely provide SellerMARKET with ready-made text and graphic information for creating product cards.
7.3.3. Within 5 (Five) working days, review and check all text materials prepared by SellerMARKET for placement in the MP. Make adjustments or suggest your own text on the topic if necessary.
7.3.4. Timely provide SellerMARKET with reliable, relevant and legal information about the company, brands, goods and services of the Client, current prices and expected price changes, the availability of stock balances and expected changes in production (immediately inform if the product is withdrawn from production) in order to include SellerMARKET in Marketplaces of up-to-date information on products, formation of purchase orders, timely processing of feedback from buyers.
7.3.5. Provide Materials, the content of which corresponds to the current offers of the Client's store, and comply with the stated conditions of sale of goods, provide Materials only in relation to goods offered for sale on the Client's website, the seller of which is the Client.
7.3.6. Provide full access to SellerMARKET to the seller's personal account in the Marketplace to provide services under the Invoice-Offer.
7.3.7. The Client undertakes to deliver goods to the Marketplace according to an application previously agreed with SellerMARKET and the Marketplace for the supply of the agreed volumes within the agreed time frame.
7.3.8. During the entire term of this Agreement, notify SellerMARKET in advance about actions affecting the registration and development of sales in the Client's Marketplaces, such as: changing the persons responsible for interaction with SellerMARKET, cooperation with other performers working in the Marketplaces, registering, placing goods and conducting advertising campaigns (including price changes) in other marketplaces.
7.3.9. At the request of the Marketplace, confirm that SellerMARKET is the official representative of the Client on the basis of this Agreement and the Invoice-Offer during its validity period.
7.3.10. The Сlient agrees to post information about the project on the SellerMARKET websites, containing: a short description; project objectives; trademark; the name of the Client; information about the Customer's product offers, and permits the use of this information in presentations for self-promotion purposes.
7.3.11. Comply with all technical requirements, as well as all restrictions and conditions of use of the software.
Take full responsibility for the security of your username and password (usernames and passwords of the Client's representatives) from
7.3.12. Personal account, as well as for all actions performed under the login (s) and password (s) of the Client (representatives of the Client).
7.3.13. Immediately inform SellerMARKET about unauthorized access to the Client's Personal Account.
7.4. The client has the right to:
7.4.1. Use the software within the limits and within the terms established in the Agreement and Personal Account.
7.4.2. Change the current subscription or add a new subscription in the Personal Account.
7.5. The client is prohibited from:
7.5.1. Renting, leasing, transferring, reselling, donating, exchanging, distributing or otherwise using the software or copies thereof, as well as sharing information about the intention to perform the actions listed above, by the Client or any other third parties.
7.5.2. Modifying, merging, adapting, decompiling, disassembling, modifying, translating into other languages or otherwise altering the Software or any of its components.
7.5.3. Creating derivative works based on software.
7.5.4. Taking any action that could damage, disable, overload the software or disrupt the functioning of the software in any way.
7.5.5. Using the Software in any way that violates this Agreement, any applicable local, national or international law, any other rules and policies.
7.5.6. Using the software to intentionally violate the law and disrupt the normal operation of the software
7.5.7. Transferring (assigning) his rights and (or) obligations under the Agreement to any third party without the prior written consent of SellerMarket.
8.1. With the exception of the guarantees explicitly specified in the Agreement and the Invoice-Offer, SellerMARKET does not provide any other explicit or implied guarantees under the Agreement and explicitly disclaims any guarantees or conditions regarding non-violation of rights and compliance of services with specific purposes of the Client.
8.2. By making the Acceptance of the Agreement, the Client (or the Client's representative) confirms and guarantees SellerMARKET that:
8.2.1. The Client (Client's Representative) has indicated reliable data, including data of a legal entity, personal data of the Client (Client's representative) when registering as a user on the MP, and reliable data, including data of a legal entity, personal data of the Client when processing payment documents services.
8.2.2. The Client (Client's Representative): a) has fully familiarized himself with the terms of the Agreement, b) fully understands the subject of the Agreement and the Invoice-Offer, c) fully understands the meaning and consequences of his actions in relation to the conclusion and execution of the Agreement.
8.2.3. The Client (Client's Representative) has all the rights and powers necessary for the conclusion and execution of the Agreement.
8.2.4. The posting (reproduction, display), other use of the SellerMARKET Materials under the Agreement, as well as the Materials (their content) to which users are redirected, does not violate and does not entail a violation of any rights of third parties and current legislation, in connection with which responsibility for the content of the Materials lies with the Client.
8.2.5. The goods, information about which is contained in the Materials provided by the Client, were legally introduced into civil circulation on the territory of the Russian Federation and / or on the territory of the state in which the said goods are sold and / or to which the said goods are delivered.
8.2.6. The goods, information about which is contained in the Materials provided by the Client, comply with all the requirements of the legislation of the Russian Federation, including the legislation on technical regulation, are not falsified and / or counterfeit.
8.2.7. Granting the rights to use the Materials does not violate and does not entail a violation of any rights of third parties;
8.2.8. The Materials provided by SellerMARKET comply with all the requirements of the current legislation, as well as the requirements established in the Agreement and the Invoice-Offer and the documents specified therein;
8.2.9. The Client has sufficient rights to use the Materials.
8.3. The Client declares, guarantees and undertakes in relation to the Agreement, concluded on the terms of the Offer:
8.3.1. he must follow all applicable laws, including laws and regulations of government agencies, pertaining to the jurisdiction of each of the Parties or to the jurisdiction in relation to the Agreement.
8.3.2. When performing the Agreement, the Client will not directly or indirectly participate in any actions prohibited by applicable law.
8.3.3. In the event of a change in applicable law that may affect the Agreement, or if SellerMARKET assumes that it cannot fulfill its obligations under the Agreement due to these changes, SellerMARKET has the right to immediately terminate the Agreement unilaterally. In this case, the Client releases SellerMARKET from all obligations under the Agreement.
8.3.4. The Client undertakes to comply with all applicable international and national export control legislation in relation to the Goods, including, but not limited, if applicable, the requirements of the regulations and rules of the UN, EU, USA, RF.
9.1. For the purposes of this Agreement, the term "Confidential Information" means any information under this Agreement, including the terms of the Agreement, all annexes, additions, acts and other documents that may be attached to it, the content of business correspondence and negotiations between the Parties, any specific quantitative information, concerning the activities of any of the Parties, as well as other information of an organizational, technological, financial, commercial and other nature disclosed by SellerMARKET to the Client in connection with the conclusion and (or) execution of this Agreement.
9.2. The Parties undertake to keep Confidential Information and take all necessary measures to protect it.
9.3. The Parties hereby agree that they will not disclose and will not allow the disclosure of Confidential Information to any third parties without the prior written consent of the other Party, except as otherwise provided for by the current applicable law, an effective court decision of the relevant jurisdiction or other legal requirement of the competent state authority, provided that that in the event of any such disclosure: a) The Party will notify the other Party in advance of the occurrence of the relevant event, which is associated with the need to disclose Confidential Information, as well as the terms and conditions of such disclosure; and (b) will disclose only that part of the Confidential Information, the disclosure of which is necessary by virtue of the current legislation, the effective decision of the court of the relevant jurisdiction or other legal requirement of the competent state authority.
9.4. For the purposes of this Agreement, the disclosure of Confidential Information means the actions of the other Party unauthorized by the relevant Party, as a result of which third parties gain access and the opportunity to familiarize themselves with the Confidential Information. The disclosure of Confidential Information is also recognized as the failure to act of the relevant Party, expressed in the failure to ensure an adequate level of protection of Confidential Information, and entailing access to such information by third parties.
9.5. The Client is responsible for losses that may be caused by SellerMARKET as a result of disclosing Confidential Information or unauthorized use of Confidential Information in violation of the terms of this section of the Agreement, except for cases of lawful disclosure of Confidential Information in accordance with the Agreement.
9.6. The client acknowledges and agrees that the software contains confidential information, which is protected by the exclusive right of SellerMARKET. Neither the Client himself, nor other persons with the assistance of the Client will copy or modify the Software; create software derived from software; penetrate the Software in order to obtain program codes; sell, transfer for use, transfer to third parties any rights regarding the software and software provided to the Client, as well as modify the software, including in order to obtain unauthorized access to it.
9.7. The term of protection of Confidential Information is the entire term of the Agreement, as well as 5 years from the date of expiry of the Agreement.
10.1. For violation of the terms of the Agreement, the Parties bear responsibility established by the Agreement and / or the current legislation of the Russian Federation.
10.2. In case of delay in payment for SellerMARKET's services, the Client shall pay a penalty in the amount of 0.1% of the total amount of the delayed payment for each day of delay. If, after five banking days from the date of invoicing, payment has not been made, SellerMARKET has the right to suspend the provision of services until the full repayment of the amounts billed. SellerMARKET notifies the Client of the suspension of services by any means of written communication provided for in this Agreement, including notification by email specified in the Invoice-Offer / Agreement / Personal Account is considered sufficient.
10.3. SellerMARKET shall under no circumstances be liable under the Agreement for: a) any consequential losses and / or lost profits of the Client and / or third parties, regardless of whether SellerMARKET could foresee the possibility of such losses or not; b) use / inability to use by the Client and / or third parties any means and / or methods of transfer / receipt of Materials and / or information.
10.4. The aggregate amount of SellerMARKET's liability under the Agreement, including the amount of penalties (interest, penalties) and / or reimbursable damages, for any claim or claim in relation to the Agreement or its performance, is limited to 10% of the cost of services under the Agreement.
10.5. The Parties are exempt from liability for partial or complete failure to fulfill obligations under this Agreement if this failure was the result of force majeure circumstances that arose after the conclusion of the Agreement, or if the failure to fulfill obligations by the Parties under the Agreement was the result of extraordinary events that the Parties could neither foresee nor prevent by reasonable measures. Force majeure includes: earthquakes, floods, war and hostilities, publication of prohibitive regulations, errors in software related to the operation of MP, virus attacks and the placement of malicious code that destabilize the operation of MPs. In the event of force majeure, the established deadlines for fulfilling the obligations specified in the Agreement are postponed for the period during which the circumstances arise.
10.6. The Client is fully responsible for a) compliance with all legal requirements, including legislation on advertising, on intellectual property, on competition, on personal data, but not limited to the above, in relation to the content and form of the Materials (including materials on which the Client establishes a Link from the Materials, the use of the site (domain name of the site) to which the Link is installed), other actions carried out by him as an advertiser and / or advertising producer; b) the accuracy of the information specified by him when registering as a user on SellerMARKET, the accuracy of the information specified in the Materials.
10.7. The Client is fully responsible for the compliance of the goods, information about which is contained in the Materials provided by the Client, with all the requirements of the legislation of the Russian Federation, for the fact that the goods are not falsified and / or counterfeit.
10.8. The Customer undertakes not to hire the Contractor's specialists, directly or indirectly involved in the provision of services during the term of the Agreement, as well as within 12 months after their termination. In case of violation of the specified requirement of the Agreement, the Customer undertakes to pay compensation to the Contractor in the amount of 300,000,000 rubles within 5 working days from the date of receipt of a written request for payment of compensation. The indicated amount of compensation is due to the value of the Customer's employees in connection with their development and training at the expense of the Customer.
10.9. Taking into account the terms of the Agreement, the Client undertakes on his own and at his own expense
to resolve disputes and settle claims of third parties in relation to the Materials in connection with their
placement under the Agreement and / or goods, information about which is contained in the Materials provided
by the Client, or to compensate for losses (including legal costs) incurred by SellerMARKET in connection
with claims and claims based on the placement of the Client's Materials under the Agreement. In the event
that the content, form and / or placement of the Client's Materials under the Agreement and / or the goods,
information about which is contained in the Materials provided by the Client, were the basis for the
presentation of orders to SellerMARKET to pay penalties from the state authorities, the Client undertakes
immediately upon SellerMARKET's request provide it with all the requested information regarding the
placement and content of the Materials, assist SellerMARKET in settling the prescriptions, as well as
reimburse all losses (including the costs of paying fines) caused to SellerMARKET as a result of the
presentation of prescriptions to it as a result of the posting of the Client's Materials.
10.10. In case of violation by the Client of the terms of the Agreement, SellerMARKET has the right to suspend the provision of the Services until the Client eliminates the violations committed and reimburses (compensation) the losses caused by SellerMARKET in full and / or terminate the Agreement. Upon termination of the Agreement on the specified basis, SellerMARKET has the right to collect from the Client the amounts of forfeits and losses presented in accordance with the Agreement by withholding.
11.1. The Acceptance of this offer by the Client creates an Agreement (Article 438 of the Civil Code of the Russian Federation) on the terms of the offer.
11.2. The Agreement enters into force from the moment the Client accepts the offer and is valid: a) until the Parties fulfill their obligations under the Agreement, namely, the Client pays the cost of services and the provision of services by SellerMARKET in an amount corresponding to the cost of services, or b) until the Agreement is terminated.
11.3. SellerMARKET reserves the right to amend the terms of the Agreement and Invoice-Offer (including other documents) and / or withdraw the Agreement at any time at its sole discretion. In the event that SellerMARKET makes changes to the Agreement (documents), such changes come into force from the moment the amended text of the Agreement (documents) is posted on the Internet at https://lk.market/legal/oferta (to other addresses where the documents are located), unless a different date for the entry into force of the amendments is additionally determined for such placement.
11.4. The Client agrees and acknowledges that amendments to the Agreement (including the documents) entail the introduction of these amendments to the concluded and valid one between the Client and SellerMARKET, and these amendments to the Agreement shall enter into force simultaneously with such amendments to the Agreement (including in the documents).
11.5. In case of withdrawal of the SellerMARKET Agreement during the term of the Agreement, the Agreement shall be deemed terminated from the moment of withdrawal, unless otherwise agreed by SellerMARKET upon withdrawal of the Agreement.
11.6. The contract can be terminated:
11.6.1. by agreement of the Parties at any time;
11.6.2. SellerMARKET in case of violation by the Client of the terms of the Agreement immediately with the written notification of the Client;
11.6.3. at the request and initiative of one of the Parties. The party intending to unilaterally terminate the Agreement must notify the other party about this no later than 15 (fifteen) calendar days before the expected date of termination of the Agreement. SellerMARKET has the right to send such a notification to the Client's email address specified in the Invoice-Offer or by sending a message in the Personal Account;
11.6.4. on other grounds provided for by this Agreement and / or the current legislation of the Russian Federation.
11.7. The obligations of the Parties under the Agreement, which, by their nature, must continue to operate (including, but not limited to, obligations regarding confidentiality, settlements, use of information) remain in effect after the expiration of the Agreement.
11.8. Termination of the Agreement for any reason does not release the Parties from liability for violations of the terms of the Agreement arising during the term of its validity.
11.9. The Client has the right to refuse to execute the Agreement, provided that SellerMARKET pays for the expenses actually incurred by him. In this case, the Client sends a written notice to SellerMARKET, from the moment of receipt of which, SellerMARKET suspends services.
12.1. The Agreement, its conclusion and execution are governed by the current legislation of the Russian Federation. All issues not regulated by the Agreement or not fully regulated are regulated in accordance with the substantive law of the Russian Federation. All disputes and disagreements between the parties should be resolved through negotiations. If the Parties do not come to an agreement, then the dispute is subject to consideration in the Arbitration Court of the Republic of Tatarstan.
12.2. Any notifications under the Agreement may be sent by one Party to the other Party: 1) by e-mail 2) by mail with return receipt or courier service with confirmation of delivery 3) in the Personal Account 3) other communication methods agreed by the parties.
12.3. The parties agreed that Acts of services rendered, bills and invoices can be sent by SellerMARKET to the Client in the form of an electronic document signed with an enhanced qualified electronic signature in accordance with the requirements of the Federal Law "On Electronic Signature" No. 63-FZ dated 06.04.2011. Other types of documents may be sent by SellerMARKET to the Client in the form of an electronic document in the above procedure, subject to prior notification of SellerMARKET to the Client in any of the following ways: by e-mail; fax; by courier; by mail; by sending SellerMARKET to the Client an electronic document signed with a strengthened qualified electronic signature in accordance with the requirements of the Federal Law "On Electronic Signatures" No. 63-FZ dated 06.04.2011, in the Personal Account. The Parties hereby confirm and guarantee that for the purpose of exchange in the above cases, only a qualified electronic signature can be used and they guarantee that they comply with all requirements of the Federal Law "On Electronic Signatures" No. 63-FZ dated 06.04.2011 and other applicable legislation when participating in electronic document flow.
Business address: 420074, Kazan, st. Ostrovsky, 102, office 301
Postal address: 420074, Kazan, PO Box 15Primary State Registration Number (OGRN): 1161690127136
TIN (INN): 1660276215, Tax Registration Reason Code (KPP): 166001001
OFFICE "BANK TATARSTAN" N8610 PJSC SBERBANK
Corr. acc.: 30101810600000000603
Phone: 8-843-200-00-07, 8-495-177-8-495
Websites: sellermarket.ru, seo.group
Business address: 420074, Kazan, st. Petersburgskaya, house 52, office 43, block 6
Postal address: 420074, Kazan, PO Box 15
Primary State Registration Number (OGRN): 11201600068570
TIN (INN): 1655443767 Tax Registration Reason Code (KPP): 165501001
POINT PJSC BANK "FC OTKRITIE" Moscow
Corr. acc.: 30101810845250000999
Phone: 8-843-200-00-07, 8-495-177-8-495
websites: sellermarket.ru, lk.market
List of legal documents for the SellerMARKET project: