Agreement (offer)

Agreement (offer)

Russian Federation, Moscow                                                                                                                                                                    "__" _____ 2020.

Parties to the agreement (offers):

Limited Liability Company "RTD" (LLC "RTD"),
Registered address: 123022, Russian Federation, Moscow, Zvenigorodskoye Highway 7, apps 68, 

Correspondence address: 123022, Russian Federation, Moscow, Zvenigorodskoye Highway 7, apps 68,

PSRN 1167746873315,

TIN 7703416781,

RRC 770301001,

Corporate bank account 40702810500000166773 at JSC RAIFFEISEN BANK

RCBIC 044525700

Correspondent account 30101810200000000700

email: documents@rtedc.org

telephone number: +7 916 385 05 03

represented by Oksana Zavarzina, General Director, acting on the basis of the Charter.

hereinafter referred to as the "Company"

and
[→
name of the company or the name of the individual entrepreneur

location address]

PSRN
→ [primary state registration number, TIN Taxpayer identification number]

С
urrent account number atname of the bank

BIC
→ [bank identification code]

email, → telephone number, represented byname of the position acting on the basis of, [→ name of the document authorizing to act on behalf of] full name,

Other registration data, according to the registration data of another country

hereinafter referred to as the "Seller",

in case of a joint mention of the "Parties", in case of a separate mention of the "Party"

1. Agreed on the following:

1.1. Compensation -10%
1.2. This agreement (offer) is a public offer and is considered legally valid without a paper version. The agreement (offer) is available at www.incomarkt.com. Agreement (offer) comes into force after the Seller accepts the terms and conditions of providing services to this Agreement (offer) and completes registration of "Seller's personal account" on the website www.incomarkt.com. The Agreement shall be considered to be concluded from the moment of receipt at the Company's e-mail address documents@rtedc.org of a scan copy of this Agreement (offer) signed by the Seller, which does not exclude the possibility of signing the Agreement (offer) by an authorized person on paper..

1.3. The data on orders placed in the "Seller's personal office" from end users is the Company's report on work performed.

1.4. The use of facsimile reproduction of the signature and seal by mechanical or other means of copying, electronic digital signature and seal or other analogue of the handwritten signature in the primary accounting documents relating to this contract is legally valid.

1.5. This Agreement (Offer) shall be governed by and construed in accordance with the laws of the Russian Federation. In case of disputes or disagreements between the parties to the Agreement (offer), the legislation of the Russian Federation shall be applied. The place of execution of the Agreement (offer) shall be the location (legal address) of the Company.

2. Obligations of the Seller.

2.1. Product information.
The information provided by the Seller for use on www.incomarkt.com must include necessary and reliable information about the products offered by the Seller for sale through www.incomarkt.com. The information about the products must contain the following information (the list is not complete and is generalised):
-a description of the products;

-a photograph of the products;

- area of application of the products;

- Availability of an age limit for using this product (if necessary);

- Composition of products;

- Information on technical characteristics of the products;

-product dimensions (if possible) / package dimensions;

- Product articles (if any);

- weight in primary packaging (net);

-producer, brand (brand);

-price (which includes all taxes levied, including VAT, sales tax and other existing state, government, regional, municipal or local taxes and fees, duties and contributions ("Taxes");

- information on product availability at the Seller;

- Conditions of payment for products to the Seller;

- terms and conditions of delivery of products by the Seller, including the cost of delivery services rendered, including "Taxes";

- other information at the Seller's request.

Information about the Products shall not include information that contains Seller's contact information (telephone or fax numbers, electronic (including Skype) addresses or social networking websites with direct links to the Products or Seller's websites, applications, including third parties, other contact information). The Company has the right to block information on products if the information on products placed by the Seller on the website www.incomarkt.com is incomplete, unreliable, incorrect, in violation of the terms of this Agreement.

2.1.1. The Seller confirms and guarantees that information about the Seller and the products sold through www.incomarkt.com. The Seller is always correct, accurate and reliable. The Seller is responsible for providing correct and up-to-date information about the products. The Seller must update the product information as necessary.
2.1.2. The seller provides product information in Russian and English. The Company has the right to translate the texts containing product information into other languages for placement at www.incomarkt.com. The Seller may not use the translations made by the Company in relation to its products for advertising purposes on other websites, in advertisements distributed through printed products, newspapers, magazines and other periodicals.
2.1.3. All changes, updates and/or corrections to product information must be made directly by the Seller through the "Seller's personal account". Changes in descriptions and photographs will be processed by the Company as soon as reasonably possible, not exceeding __ calendar days.
2.1.4. When entering into an agreement with an end customer through the Company's website, the Seller undertakes to carry out further interaction (trade, services and similar activities) with the end customer exclusively through the Company's website.

2.1.5. All subsequent interactions between the Seller and an end user performed within at least 5 years after the first transaction performed via the Company's website, if the Seller allows transactions with a specific end user bypassing the Company's website, including similar actions known to the Seller by its affiliates shall be deemed to have been performed under the terms and conditions of this Agreement, including Section 4 of this Agreement.

2.2. The seller is obliged to pay the Company's remuneration in accordance with the terms and conditions of payment for remuneration specified in Section 5 of this Agreement (the Offer).

3. Company's obligations.

3.1. The Company is obliged to provide the opportunity to place information about the Seller's products at www.incomarkt.com..

4. Compensation.

4.1. For each order of Seller's products made by an end user, the Seller undertakes to pay the Company remuneration calculated in accordance with paragraphs 4.2, 4.4 of this Agreement (offers). Payment shall be made in accordance with clause 4.5 of this Agreement (Offer).
4.2. 
The total remuneration of the Company is 10% of the price (including Taxes) of products ordered by the end user, delivery services provided by the Seller and other similar additional services provided by the Seller to the end user for delivery and use of products.
4.3. If, at the request of the applicable laws of the Russian Federation, rules of other binding regulations of the Russian Federation, the prices must contain additional "Taxes", the Seller undertakes to change the prices for the products as soon as possible, but in any case within 5 working days after the change or entry into force of the applicable law, rules and regulations applicable to the products or receipt of the relevant notification from the Company.

4.4. The "Seller's Personal Office" displays detailed information on all products and additional services ordered by the end user made via www.incomarkt.com and all subsequent interactions between the Seller and the end user made within at least 5 years from the first transaction made via the Company's website, if the Seller allows the conclusion of transactions with a specific end user bypassing the Company's website, including similar actions known to the Seller by its affiliates. The Seller is responsible for the completeness and accuracy of the information entered.

4.5. No later than on the fifth day of each month, the "Seller's Personal Cabinet" will display detailed information on the corresponding amount of the Company's remuneration payable for the products sold via www.incomarkt.com and services provided by the Seller for the previous month, including information specified in clause 4.4 of the Agreement. The Seller is responsible for the completeness and accuracy of this information.

4.6. 
Monthly fee calculated in accordance with the terms of the item. 4.2, 4.4 is paid by the Seller on the 10th day of each month at the latest. Payment of the remuneration is made by the Seller by bank transfer to the Company's current account specified in the section "Parties to the contract (offer)". Other payment methods (cheques, "payment agencies", other payment methods) cannot be processed by the Company and, therefore, are not accepted. The Seller bears all the costs of paying the commission charged by the bank for sending the transfer.
4.7. 
The remuneration to be paid by the Seller to the Company must be free of any deductions or compensations and must not be subject to any deductions relating to "Taxes", import duties, taxes or any contributions or charges, whether at present or after time, imposed by any governmental, tax or other authority. If the Seller is forced to make any payments of this nature, the Seller undertakes to reimburse the Company for this difference in payments in order to ensure that the Company receives the full amount indicated in the "Seller's personal account" and which the Company should have received before any deductions and dues are made. The Seller assumes responsibility for the payment and execution of any taxes, tax deductions, import duties, fees and charges in excess of the full amount of remuneration that the Seller must pay to the Company.
4.8. Remuneration must be paid in Russian currency - rubles and amount specified in the "Seller's personal office".

4.9. The Seller is responsible for withholding and declaring the relevant taxes specified in clause 4.6 of the Agreement (Offer) from the remuneration due to the Company in accordance with the applicable tax legislation and the requests and requirements of the tax authorities. The seller is fully liable for the payment and transfer of taxes on remuneration, as well as interest due for delay and penalties imposed by the tax authorities for failure to retain or undeclared any taxes on remuneration. Where necessary, the Seller is solely responsible for coordinating with the relevant tax authorities on the accounting of remuneration taxes. At the Company's first request, the Seller provides the Company with copies (photocopies or scanned copies) of tax/exempt certificates for each payment of remuneration. The Seller assures and guarantees that it is duly registered with all relevant tax authorities (including the (local) revenue collection authorities established by applicable law).

4.10. In the event of a dispute (e.g. regarding the amount of remuneration) between the Company and the Seller, any undisputed amount of remuneration shall be paid in accordance with the terms of this Agreement (Offer), regardless of the status or nature of the dispute.

4.11. In the event of late payment of remuneration, the Company has the right to demand payment of interest at the rate of 1% for each day of late payment, and to suspend the provision of services for placement of product information.

4.12. In the event of late payment of remuneration, the Company may, at the Company's discretion, by means of "the Seller's personal account" or by other available means (including (but not limited to) e-mail, fax) send a request to the Seller to pay a deposit of at least the amount of three largest amounts of remuneration for the entire period of this Agreement (the offer) or another amount. The deposit is a guarantee of fulfillment of obligations under the Agreement (offer) by the Seller. After termination of this Agreement, the deposit or any balance of funds remaining after withholding of unpaid remuneration, outstanding and other payments that were to be paid to the Company will be paid to the Seller within 30 days after the settlement of outstanding obligations and payment of debts (including payment of unpaid remuneration). The deposit amount shall not in any way limit the Seller's liability under this Agreement (offer).
No interest shall be charged on the deposit.

4.13. The Seller agrees and acknowledges that it is continuously responsible for collecting, transferring, withholding and paying to the relevant (tax) authorities (if applicable) the relevant taxes and (additional) charges from the price of the products and services (including relevant taxes and (additional) charges not included in the price of the products and services) and for transferring, withholding and paying (if applicable) taxes on remuneration. If it is specified in the product price that certain taxes and additional charges are not included in the product price, the Seller will not subsequently claim additional taxes and charges not included in the product price from the end consumer.

4.14. The seller bears foreign exchange risks and covers the costs of accepting, transferring and converting the price of products and the remuneration of the Company from its own funds.

4.15. If there is a suspicion of fraud on the part of the Seller, or if the Company is obliged by law, a judicial act, an order of a state or state-related authority, a decision of an arbitration court (or other similar decision), a subpoena or other reasonable basis to refund to the end consumer all or part of the price of the products or services, the Company reserves the right to require the Seller to refund such amounts paid to the end consumer and received by the Seller, and such refund shall be made in the following manner.

 

5. Procedure for interaction when ordering products from end customers.

5.1. When placing an order on www.incomarkt.com, the end user provides personal data, contact details, credit card details (if necessary) and other data required to complete the order, as well as gives consent to the processing of personal data. The Company assumes no responsibility for the correctness and completeness of the information (including credit card data) provided by end users.
5.2. When the end customer places an order for the Seller's products through the website www.incomarkt.com, information about the order and the delivery address limited to the country of delivery, region or locality of delivery appear in the "Seller's personal office", the Seller confirms receipt of the order for products in the "Seller's personal office", indicating the delivery time of products. In order to avoid any misunderstandings, it is noted that the Seller should regularly (but at least once a day) check in the 'Seller's personal office' the information about orders for products received from end users.

5.3. The Company, after confirming the receipt of an order by the Seller and indicating the time of delivery of the products by the Seller in the "Seller's personal office", sends the information to the end consumer with confirmation of the order and indicating the time of its execution, as well as the Seller's contact information. At the same time, the Company publishes full information about the end consumer in the Seller's personal office, indicating the full address for product delivery.

5.4. When placing an order with an end customer through www.incomarkt.com, a direct contract (and therefore a legal relationship) is concluded exclusively between the Seller and the end customer.

5.5. The Seller recognises the end customer as a contractual party and undertakes to fulfil the terms and conditions of the contract for the supply of products and perform other actions necessary to meet the needs of the end customer in using the products (e.g. warranty or other services).

5.6. In addition to product, delivery and other additional payments for the Seller's services confirmed by the end customer, the Seller does not charge the customer any other transaction/administrative fees when making the payment by any means (e.g. credit card fees).

5.7. Complaints or claims relating to products provided by the Seller to the end user are considered by the Seller without the Company's intervention or participation. The Company shall not be liable for claims related to the quality of products and services, the reliability of information about the products and the Seller, as well as for other issues related to the contract concluded between the Seller and the end consumer. The Company may at its own discretion act as an intermediary between the end consumer and the Seller.

5.8. If a valid claim is received from the Consumer concerning an upward change in the price of the ordered goods by the Seller, the Company shall immediately notify the Seller and provide the details relevant to the claim. The Seller is obliged to ship the products at the price that was specified when the end consumer placed the order.

6. Cancellation of order.

6.1. The seller must provide the products ordered by the end customer. If for any reason the Seller is unable to fulfil its obligations under this Agreement (offer), the Seller is obliged to inform the Company immediately (within one calendar day at the latest, as it became known to the Seller) through the Customer Support Service marketplace@rtedc.org, in the "Subject" column of each e-mail message "Failure to fulfil an order"), indicating the reason for failure to fulfil the order.
6.2. If for any reason the Seller is unable to fulfil its obligations to deliver products to the end consumer, the Seller is obliged to settle the matter with the end consumer on its own, with a mandatory refund of the prepayment made by the end consumer (if any), within a period not exceeding 15 calendar days from the date of notification of the end consumer that the order cannot be fulfilled. Simultaneously with the notification of the end customer that the order cannot be fulfilled, the Seller shall make the corresponding notes in the "Seller's Personal Office" in respect of the particular order, with a confirmation of sending the notification of the end customer that the order cannot be fulfilled.

6.3.If the Seller is unable to fulfil a confirmed order and/or the Seller refuses to fulfil a confirmed order for reasons that are under the Seller's control and competence, the Company's remuneration for this order shall be paid in full according to the terms of this Agreement (Offer).

6.4. If the Seller is unable to execute a confirmed order and/or the Seller refuses to execute a confirmed order for reasons which are under the control and competence of the Seller, the Company's remuneration for this order will be paid in full in accordance with the terms and conditions of this Agreement (Offer).

7. Advertising.

7.1. The Seller agrees not to contact the Buyer who placed an order for Seller's products via www.incomarkt.com, with online or offline marketing offers or with a desirable or unsolicited mailing list.
7.2. The Seller grants the Company the right to advertise the Seller's products using the name of the product or the Seller in all kinds of advertising and marketing campaigns. The Company carries out marketing and advertising campaigns at its own expense and at its own discretion.

8. Use of personal data of end users.

8.1. The seller must take care of and store the personal data of the end user and not make them available to third parties.
8.2. In the event of a breach of the storage of personal data of the end user and its dissemination, the Seller shall be liable to the end user for the negative consequences caused by this breach.

9. Force majeure event

9.1.  The Parties shall be released from liability for partial or full non-fulfillment of obligations under this Agreement (Offer) if it was caused by force majeure circumstances, namely: fire, flood, earthquake, war, military actions of any nature, blockade, embargo on export or import, and if these circumstances have directly affected the implementation of this Agreement (Offer). In this case, the term of performance of obligations under the Agreement (Offer) shall be postponed in proportion to the time during which such circumstances and their consequences were in force.
9.2.  The party for which the impossibility of fulfilling obligations under the Agreement (offer) has been created shall immediately notify the other party about the occurrence and termination of the above circumstances. Untimely notification of the force majeure circumstances shall deprive the party concerned of the right to refer to them in the future. This notification shall be confirmed by the Chamber of Commerce of the Seller's country of origin.

9.3. The relevant chambers of commerce will provide adequate evidence of the above circumstances and their duration.

9.4.  If the circumstances and their consequences last longer than 4 months, each of the parties will have the right to cancel the Agreement (Offer) in whole or in part, in which case neither party will have the right to demand that the other party compensate for possible losses.

10. Feedback from end users.

10.1. The Company asks end consumers who have received the Seller's products to comment on the ordered products and evaluate the products, services provided by the Seller, as well as the Seller's services.
10.2. The Company reserves the right to publish these comments and ratings on the website under the respective products. The Seller acknowledges that the Company is a distributor (without obligation to verify) and not the publisher of these comments.

10.3. The Company undertakes to make every effort to monitor and verify feedback from end users in order to identify obscene vocabulary or mention personal names. The Company reserves the right to reject or remove undesirable testimonials if such testimonials contain obscene language or mention of personal names.

10.4. The Company does not enter into discussions, negotiations or correspondence with the Seller regarding the (content, consequences of publication or distribution) comments and evaluations of end users.

10.5. In all circumstances, the Company does not assume and disclaims any responsibility for the content and consequences (publication or distribution) of any comments or feedback.

10.6. Comments from end users are used exclusively by the Company and can be found at www.incomarkt.com. The Seller may not (directly or indirectly) publish, advertise, promote, copy, partially copy, refer to, purchase, use, combine or otherwise use the comments of end users posted on www.incomarkt.com without the Company's prior written consent.

11. Claims and warranties.

11.1. The Seller confirms and guarantees to the Company that in order to fulfill the terms and conditions of this Agreement (the Offer):
11.1.1. The Seller has all necessary rights and powers to place on www.incomarkt.com, information about the Seller and products;

11.1.2. The Seller holds all necessary certificates, licenses and other government permits and meets all requirements necessary for conducting business and performing its activities;

11.1.3. The seller, its directors and (direct, indirect and ultimate (beneficial)) owners (and their directors) are not in any way connected, part of, involved in, related to, or controlled by, or in possession of:

- terrorists or terrorist organisations;

- parties/persons included in the list of persons/entities in special categories and prohibited persons/entities or otherwise subject to trade embargoes or financial, economic or trade sanctions;

- parties/individuals responsible for money laundering, bribery, fraud or corruption.

The Seller must immediately notify the Company in the event of a breach of this clause.
11.2. Each Party confirms and guarantees to the other Party that in order to fulfill the terms and conditions of this Agreement (Offer):

11.2.1. It has full rights and powers of a legal entity to sign and fulfil the terms and conditions of this Agreement (Offer);

11.2.2. It has taken the corporate decision necessary to permit the execution of this Agreement (offer);

11.2.3. This Agreement (the offer) sets out the valid, legally binding obligations of this party in accordance with its terms;

11.2.4. Each Party undertakes to comply with all applicable state laws, codes, decisions, decrees of the country, state or municipality under which the Party is legally registered as a legal entity, taking into account the products manufactured by the Party and/or services provided.

11.3. Except as expressly provided otherwise in the Contract (Offer), neither Party makes any representation or warranty, express or implied, with respect to the subject matter of this Contract and hereby disclaims any implied warranties, including any implied warranties of merchantability or fitness for a particular purpose with respect to this subject matter.

11.4. The Company excludes any liability to the Seller in respect of any (temporary and/or partial) disruption, interruption or unavailability of the www.incomarkt.com website. The Company offers, and the Seller accepts, the service of placing the goods on www.incomarkt.com on "as is" and "as available" terms.

12. Compensation for damages and liability.

12.1. Each Indemnifying Party (the "Indemnifying Party") will be liable for, indemnify and hold harmless the other Party (including its directors, officers, employees, agents, affiliates and subcontractors) (the "Indemnifying Party") from direct damage, loss (other than any loss of products, loss of profits or revenue, loss of contract), causing harm to the good name or reputation, loss of a claim or any other special, indirect or consequential damage and/or loss), liabilities, costs, claims of any kind, interest, penalties, legal procedures and expenses (including, without limitation, payment for necessary legal services) actually paid and incurred by the Indemnified Party, provided that:
-
violation of the terms of this Agreement (offer) by the party making the compensation

-
receipt of any complaint from any third party regarding any (possible) infringement by the Indemnifying Party of the third party's intellectual property rights.

12.2. 
The Seller shall be fully liable for, and shall indemnify and hold harmless the Company (including its directors, officers, employees, agents, affiliates and subcontractors) from and against all liabilities, expenses, costs (including, without limitation, the payment of necessary legal fees), losses, damages, claims of any kind, interest, penalties and legal proceedings actually paid and incurred by the Company (including its directors, officers, employees, agents, affiliates and subcontractors) in connection with the following:

-
any complaints by end users about incorrect, incorrect or misleading information about the Seller and the products and services provided by the Seller;

-
any other end-user complaints that are partially or fully related to the activities of the Seller (including its directors, employees, agents, representatives) (including complaints related to (insufficient) services or products offered by the Seller), or that arise as a result of torts, fraud, wilful misconduct, breach of contract by the Seller (including those related to directors, employees, agents, representatives of the Seller) with respect to the end user;

-
all claims against the Company arising out of or in connection with the Seller's failure to properly register with the relevant tax authorities, or the Seller's failure or refusal to pay, collect or transfer any applicable taxes and surcharges, levies or charges based on the provision of a service or other payments specified in this Agreement (Offer), in accordance with the laws of the relevant country.

12.3. The maximum liability of the Company to the Seller in the aggregate for all claims made by the Seller to the Company during the year under this Agreement (offer) shall not exceed the aggregate remuneration received or paid by the Seller to the Company in the previous year, or the amount of ___ rubles (the higher of the two).
12.4. In the event of a complaint from a third party, the Parties undertake to act in good faith and use commercially reasonable efforts to consult, cooperate and support each other in order to protect and/or settle the complaint. The indemnifying party undertakes to take proceedings in relation to the complaint (by agreement and consent of the indemnifying party and respecting the interests of both parties). Neither Party may make a confession, attach documents to the case, agree to any court decision or reach a compromise or settlement without the prior written consent of the other Party (a Party must not unreasonably delay the consent, link it to the fulfilment of any conditions and refuse it)

12.5. Neither party shall be liable to the other for any indirect, special punitive, incidental or consequential loss or damage, including loss of production, loss of income or profit, loss of contract, damage to goodwill or reputation, loss of claim if such loss or damage has been (are) deemed to be the result of a breach of the Contract (Offer), tort or other cause (even if the possibility of such loss or damage has been reported). All such losses in accordance with this Agreement (Offer) shall be rejected and not accepted for consideration.

12.6. Each Party acknowledges that remedies may not be sufficient to protect the other Party in the event of a breach of the Agreement (Offer), and without prejudice to any other rights and remedies available to the other Party, each Party shall be entitled to a judicial enquiry and special actions.

13. Term, suspension and termination of the Contract (Offer).

13.1. Unless otherwise agreed, this Agreement (Offer) shall come into force on the date of its conclusion and shall be valid for an unlimited period of time. Either Party may terminate the Agreement (offer) at any time and for any reason by giving 14 calendar days written notice of termination to the other Party.
13.2. Each of the Parties may terminate or suspend the Treaty with respect to the other Party with immediate effect and without notice in the following cases:

-Either Party may terminate or suspend the Treaty with respect to the other Party with immediate effect and without notice in the following cases;

-bankruptcy (filing or filing a bankruptcy petition) or suspension of payment (or similar actions and events) by the other Party.

13.3. Any notice from the Company about "termination of cooperation" with the Seller placed on the website (or similar wording) or in the "Seller's personal office" means termination of the Agreement (offer). After termination or suspension of the Agreement (offer), the Seller undertakes to deliver the ordered products to the end user and pay the remuneration (and, if necessary, costs, expenses and interest) due for these orders in accordance with the terms of the Agreement.

13.4. The following cases will, under any circumstances, be considered a material breach, after which the Company has the right to immediately terminate the Agreement (Offer) or suspend its validity (without notice):

-The seller does not pay the remuneration on or before the due date;

- The seller places incorrect or misleading information about the products;

-Seller does not maintain product information in a proper form;

-Seller does not timely confirm receipt and readiness to fulfill an order from an end customer;

-Seller changes the price of the ordered products from the moment the order is received in the "Seller's personal office" until the order is confirmed and delivery dates are specified;

-The Company receives one or more justified serious complaints from one or more end consumers who received the products from the Seller;

-Inappropriate use of the process of collecting feedback from end users, resulting in a feedback on the website that is not an honest feedback from the real end user who actually ordered the Seller's products via www.incomarkt.com;

-Any problems (alleged problems) with safety, confidentiality or damage to health related to the products or services provided by the Seller (the Seller undertakes to provide, at its own expense and at the Company's first request, the necessary permits, licenses, certificates and regulations issued by an independent expert body confirming the compliance of the products and services with the necessary legal requirements (with regard to safety, confidentiality and health protection).

13.5.   At the same time, upon termination of this Agreement, the terms and conditions set out in clauses 2.1.5, 2.1.6, 4.4, 4.5 of this Agreement shall in any case be retained.

13.6. Upon termination of the Agreement (offer), unless otherwise agreed, this Agreement (offer) shall be fully and finally terminated with respect to the dissolving Party and shall become null and void without prejudice to the rights and remedies in case of damage or violation of the other (dissolving) Party to this Agreement. Sections 2, 4, 12, 13, 14, 15, 16 of the Agreement (Offer) shall remain in force after termination of the Agreement (Offer).

14. Reporting.

14.1. The Company's reports placed in the "Seller's Personal Cabinet" are considered to be irrefutable proof of the existence and receipt of an order by the Seller from an end user, as well as the amount of remuneration payable by the Seller to the Company under this Agreement (the offer).
14.2. The Seller undertakes, upon the Company's first request, to assist and assist the Company (including, to a reasonable extent, to disclose all necessary information) in determining the (original) owner, manager and/or controller of the Seller.

15.  Privacy.

15.1. The Parties understand and agree that during the execution of this Agreement (Offer), each Party may have access to or may be acquainted, directly or indirectly, with the other Party's confidential information. Confidential information includes end-buyer information, product order volume, marketing and business plans, financial, business, technical or other internal information that the disclosing party considers private or confidential. The same applies to information that the receiving party knows to be private and confidential.
15.2. Each Party agrees that:

- all confidential information is the exclusive property of the disclosing party, and the receiving party will not use the confidential information for any purpose other than to facilitate the execution of this Agreement (Offer);

- it will adhere to and use prudent measures to ensure that its employees, employees, representatives, contractual partners and counterparties keep confidential information secret;

- it will disclose confidential information only to those persons who need this information in order to implement the Agreement;

- it will use precautionary measures to ensure that persons to whom confidential information has become available do not copy, publish or disclose confidential information to others or otherwise use it (in other ways not specified in these conditions);

- it will return or destroy all confidential information stored in printed or electronic form upon receipt of a written request from the other Party.

15.3.Notwithstanding the above, confidential information shall not contain any information that is publicly available or accessible to the public for reasons unrelated to the actions or omissions of the receiving party, acquired by the receiving party before the date of this Agreement (Offer), disclosed to the receiving party by a third party, which has no obligation to maintain confidentiality, or disclosure of which is required by law, court order, in connection with receipt of a subpoena or government order, and none of the provisions of this Agreement (offer) does not limit or prohibit the transfer by a Party of information under this Agreement (offer) (including any technical, operational, financial data and performance indicators (except for any End User Information)) in conditions of confidentiality to affiliated persons.

15.4. The parties will make commercially reasonable efforts to preserve the confidentiality of personal data of end users and prevent unauthorised use or disclosure. Each Party agrees to comply with all applicable laws and regulations (with regard to data protection and confidentiality) in force in the jurisdiction to which the Party relates with regard to the processing of personal data and the preservation of confidentiality.

16.  Other provisions.

16.1. Neither party shall have the right to assign, transfer or interfere with any of its rights and/or obligations under this Agreement (Offer) without the prior written consent of the other party. However, under this Agreement (Offer), the Company may assign, transfer or oblige any of its rights and/or obligations (in whole or in part or periodically) to affiliated companies without the prior written consent of the Seller. Any assignment or transfer of rights and obligations by the Seller does not release the person who transfers from his obligations under this Agreement (Offer).
16.2. All notices and other communications shall be made in Russian in writing and shall be transmitted through the "Buyer's personal office", by e-mail, fax or by means of an official express delivery service, including, if necessary, by air to the relevant fax number or address specified in the "Seller's personal office" or in the "Parties to the Agreement (Offer)" section of this Agreement (Offer).

16.3. This Agreement (Offer) represents the entirety of the agreements and arrangements between the Parties on this matter and supersedes all previous agreements, arrangements, proposals, contracts and regulations relating to this matter.

16.4. If any provisions of this Agreement (Offer) are or become invalid or unenforceable, the Parties shall remain bound by all other provisions of this Agreement (Offer). The Parties undertake to replace invalid or unenforceable provisions with valid and effective provisions, which to the maximum extent possible have similar effect to invalid or unenforceable provisions, taking into account the context and purpose of this Agreement (Offer).

16.5. 
Unless otherwise provided in this Agreement (Offer), this Agreement (Offer) is subject exclusively to the laws of the Russian Federation and shall be interpreted only in accordance with it. The place of execution of the Agreement (Offer) shall be the location (legal address) of the Company. Unless otherwise stipulated in this Agreement (offer), in case of disputes concerning this Agreement (offer), the Parties have agreed on jurisdiction of disputes to the Arbitration Court of Moscow (Russian Federation).

16.6. The Parties understand and agree that notwithstanding clause 16.5 of this Agreement (the Offer), no clause of this Agreement shall prevent or limit the Company's right to initiate legal proceedings or seek interim relief in the form of an injunction or (special) execution in the competent courts where the Seller is registered and whose jurisdiction it is subject to. For this purpose, the Seller waives its right to go to other courts or appeal to laws to which it may be entitled.

16.7. The original version of this Agreement (the offer) in Russian may be translated into other languages. The translation made from the original Russian version is an auxiliary document and is intended for internal use only. In the event of any disputes about the content or interpretation of the terms and conditions of the Agreement (offer), or in case of disputable opinions, ambiguity, inconsistency or inconsistency between the Russian version and the Russian version of the Agreement (offer) in other languages, the Russian version shall be considered applicable, prevailing and binding. The Russian language version will be used in court procedures. The Russian version is available at www.incomarkt.com;

16.8. In respect of (or as a remuneration for) the performance, transfer, conclusion, registration, completion and/or performance, fulfilment or transfer of obligations under this Agreement (Offer), the Seller (including its employees, directors, employees, agents or any other representatives) shall not, directly or indirectly, offer, promise or transfer to any third party (including any government official or candidate, representative or official of any political party) or request, to accept or receive a promise to provide any gift, payment, remuneration, compensation or profit of any kind to the Seller or any other third party that may amount to bribery (giving/receiving a bribe) or any illegal or corrupt act, and all actions with respect to the performance of obligations under this Agreement (Offer) must be satisfied by all applicable anticorruption laws and laws against bribery of officials.

16.9. 
Agreement (offer) comes into force and is valid only after registration of the Seller in the "Seller's personal office". The Agreement is considered to be concluded from the moment of receiving to the Company's e-mail address documents@rtedc.org a scan copy of this Agreement (offer) signed by the Seller, which does not exclude the possibility of signing the Agreement (offer) by an authorized person in hard copy.

When registering "in the Seller's personal office", the Seller agrees to the terms and conditions of the Agreement (offer) and accepts them. Agreement (offer) shall be considered concluded (accepted) from the moment of registration of "Seller's personal office" by the Seller and receipt of a scan copy of this Agreement (offer) signed by the Seller or signed by an authorized person of the Agreement (offer) on paper to the Company's e-mail address documents@rtedc.org.

Annex 1

to the Agreement (offer) from «___»_______2020 .

Tariffs INCOmarkt

Tariff:

Start

Base

Verified

Gold

Company's remuneration:

For each end customer order of the Seller's products, the Seller undertakes to pay 10% of the price (including Taxes) of the products ordered by the end customer

Cost of tariff:

Free

99000

rubles per year

199000

rubles per year

399000

rubles per year

Description:

Unlimited number of goods

Proceeds without restrictions

Transaction fee: 20%

Seller's microshop

Free tariff, interest on orders is taken.

(up to 10 goods)

Unlimited number of goods

Proceeds without restrictions

Seller's microshop

Assistance in loading and processing of goods

(up to 30 goods).

Support for partners via email

Unlimited number of goods

Proceeds without restrictions

Seller's microshop

Assistance in loading and processing of goods

(up to 50 goods).

The RTEDC carries out the verification of the seller. We engage the Eurasian Assessment Centre to verify all quality certificates. After verification, the seller is labelled with the brand name of

"Approved by RTEDC".

Support for partners via email

.

Unlimited number of goods

Proceeds without restrictions

Seller's microshop

Assistance in loading and processing of goods. The RTEDC carries out the verification of the seller. We engage the Eurasian Assessment Centre to verify all quality certificates. After verification, the seller is marked with the trade mark

"Approved by RTEDC".

Dedicated manager, support for partners via email.

Strengthened and round-the-clock sales support from the RTEDC team