Rules for Certificates Provision Services
Effective from October 4, 2023
February 2, 2023
This document establishes the procedure and the terms and conditions for the conclusion of agreements on paid certificates provision services with the Contractor and performance thereof.
1. Terms and Definitions
1.1. The following terms and definitions shall apply to this document and all relations between the Parties arising hereunder or related hereto:
1.1.1. Rules mean the body of this document with all annexes, amendments and supplements hereto, as published at the Website and available at: https://habr.com/ru/docs/docs/certificate-rules/.
1.1.2. Agreement means an agreement on paid Certificates provision services concluded and performed by the Parties in the manner provided for by these Rules, with all Mandatory Documents related thereto (Clause 2.6. of these Rules).
1.1.3. Parties mean the Contractor and the Customer.
1.1.4. Contractor means Habr LLC, Primary State Registration Number (OGRN) 5067746892769, Taxpayer Identification Number (INN) 7705756279, Address: 105082, Moscow, Spartakovsky per., 2, bldg. 1, floor/premise/room 3/III/6.
1.1.5. Customer means a party who is capable to conclude an Agreement in accordance with these Rules (regarding the procedure for Agreement conclusion) or concluded the Agreement subject to these Rules (regarding to the performance of the concluded Agreement).
1.1.6. Services mean the services of the Contractor for the provision of Certificates specified in a Proforma Invoice.
1.1.7. Certificate mean the Customer’s right to demand, within the established period, the Contractor to perform work (render services) related to the efficient blog running, within the scope and on the terms previously specified by the Contractor.
1.1.8. Proforma Invoice means a payment document for the Services drawn up by the Contractor, specifying the material terms and conditions of the Agreement concluded in accordance with these Rules, including information on the name and content of the Certificate, the cost of the Certificate provision Services and other conditions of a certain Agreement.
1.1.9. Website means habr.com, a website dedicated to information technologies, providing its users with the functionality allowing to run personal and corporate blogs.
1.2. These Rules may include terms and definitions not defined in Clause 1.1. hereof. In this case such term shall be construed in accordance with the text of the Rules. Where these Rules provide no unambiguous interpretation or definition of a term, such term shall be interpreted as defined, primarily, by the documents constituting the Agreement between the Parties, secondly, by the Russian Federation laws, and subsequently, by the good business practices and scientific doctrine.
1.3. In these Rules, any reference to a clause (section of these Rules) and/or provisions hereof shall mean the respective reference to these Rules (section hereof) and/or provisions hereof.
2. Subject Matter of the Agreement and General Provisions
2.1. The Contractor undertakes to render the Certificates provision services specified in the Proforma Invoice (Services) to the Customer, and the Customer undertakes to accept and pay for the Services on the terms and conditions set by these Rules, including the Mandatory Documents.
2.2. An Agreement concluded in accordance with these Rules shall be an option agreement within the meaning of Clause 429.3. of the Civil Code of the Russian Federation. The Customer shall declare requirements for the performance of the work and rendering of the services included in the Certificate, and the Contractor shall fulfill them in term, in manner and on conditions established by these Rules, including the Mandatory Documents.
2.3. The name and content of the Certificates provided and the cost of the Services rendered under the Agreement shall be specified in the Proforma Invoice taking into account the Mandatory Documents. The Proforma Invoice may also specify other conditions for the rendering of the Services and/or the conclusion of the Agreement.
2.4. The Certificate shall be provided within Five (5) business days from the Agreement conclusion date.
2.5. The procedure and conditions for performance of work (rendering of services), which are part of the provided Certificates, shall be established by these Rules, including the Mandatory Documents.
2.6. A compulsory condition for the conclusion and performance of an Agreement under these Rules shall be the Customer's unconditional acceptance of and compliance with the requirements and provisions regarding the relations of the Parties under the Agreement, as provided for by the following documents ("Mandatory Documents"):
2.6.1. Terms of Rendering Services under Certificates published and/or available on the Internet at https://habr.com/ru/docs/docs/certificate-legal/ establishing mandatory procedure, terms and conditions for the performance of work (rendering of services), which are part of the Certificates provided, within the scope of the Services rendered.
2.7. The Mandatory Document specified in Clause 2.6 hereof shall constitute an integral part of an Agreement concluded in accordance with these Rules.
3. Agreement Conclusion Procedure
3.1. In order to conclude a Services Agreement, the Customer shall provide the Contractor with information about the Certificates selected by the Customer and other information required to conclude the Agreement, by any available means, including by placing an order through an electronic form in the Personal Account.
3.2. Based on the information received from the Customer, the Contractor draws up and sends to the Customer an offer to conclude an Agreement in the form of an electronic Proforma Invoice indicating the name and content of the Certificates, as well as the cost of the Services for the rendering thereof.
3.3. The Customer shall accept the Contractor’s offer and conclude the Agreement by paying on such Proforma Invoice within Three (3) business days from its issue date, unless any other due date is provided for in it. Should the payment under the Proforma Invoice be received in violation of the time limit specified therein, the Contractor shall be entitled to act as follows at its discretion: a) to confirm the Agreement conclusion in accordance with the paid up Proforma Invoice; b) to deem the Contractor's proposal to conclude the Agreement not properly accepted by the Customer and return the received payment.
3.4. By paying under the Proforma Invoice for the Services specified therein, the Customer:
3.4.1. acknowledges that it reviewed these Rules and the Mandatory Documents specified herein, and unconditionally agrees therewith;
3.4.2. accepts the Contractor’s offer to conclude the Agreement on terms and conditions of the Proforma Invoice and these Rules, including the Mandatory Documents;
3.4.3. creates the Agreement between the Customer and the Contractor (Articles 433, 438 of the Civil Code of the Russian Federation) on the terms and conditions of Proforma Invoice and these Rules, including the Mandatory Documents;
3.5. The Agreement shall become effective upon its conclusion in the manner provided for herein.
3.6. The Parties may enter into an unlimited number of Agreements under these Rules, including those with fully or partially coinciding validity terms of the Certificates provided under the Services.
3.7. All invoices, acts, electronic forms and other documents expressing the content of the Agreement, paid, accepted or sent by the Parties during the term hereof, in the absence of an agreement concluded by and between the parties by signing a single document, shall be considered drawn up and subject to performance in accordance with the terms and conditions of these Rules.
4. Cost of Services and Payment Procedure
4.1. The cost of Services shall be specified in the Proforma Invoice.
4.2. The Customer shall pay for the Services by an advance payment of One hundred (100%) percent of their cost within Three (3) business days from the Proforma Invoice issue date, unless any other due date is provided for in it.
4.3. Settlements under the Agreement shall be carried out by wire transfers to the Contractor's bank account specified in the Proforma Invoice. All settlements under the Agreement shall be made in Russian rubles, unless otherwise specified in Clause 4.6. hereof.
4.4. The Customer shall be deemed to have fulfilled its obligations to pay for the Services upon the crediting of the established amount to the Contractor’s correspondent bank account, providing that for the purposes of calculating the terms under the Agreement, the payment day shall be the day when the funds are credited to the Contractor's settlement account.
4.5. Provision of Article 317.1 of the Civil Code of the Russian Federation shall not apply to the financial liabilities of the Parties.
4.6. If the Customer is not a resident of the Russian Federation:
4.6.1. The cost of the Services under the Agreement may be specified in US dollars or in Russian rubles in the amount equivalent to the same in the US dollars at the exchange rate set for the date of the Proforma Invoice.
4.6.2. The Customer shall pay for the Services in the currency specified in the Proforma Invoice.
4.6.3. The Customer undertakes to determine and notify the Contractor in writing, whether the Contractor is to perform any duties in the country of the Customer's residence in relation to the Agreement, and whether it is necessary to withhold, transfer or otherwise pay any taxes, fees and other similar charges (hereinafter referred to as the "Taxes") in the country of the Customer's residence from the amounts payable to the Contractor under the Agreement. The Parties agreed that any remuneration under the Agreement shall not include the said Taxes. If it is necessary to withhold, transfer or otherwise pay any Taxes in the country of the Customer's residence, the specified remuneration shall be increased by the amount of such Taxes.
4.6.4. The Parties agree to provide each other with the necessary information or documentation (e.g., a residency certificate or any other similar document) to file an application under the Treaty to reduce or waive any withholding or deduction required by law from any amounts payable under the Agreement.
4.6.5. For the purposes hereof the term "Treaty" shall mean any applicable convention or agreement between the Russian Federation and the country of the Customer's residence, including, but not limited to, the avoidance of double taxation and prevention of income tax evasion, and any amendments, instructions and protocols to such conventions or agreements and their revisions.
4.7. The cost of the Services shall be inclusive of VAT at the rate established by the applicable laws of the Russian Federation as at the day of the Proforma Invoice.
5. Delivery and Acceptance of the Services
5.1. Services under the Agreement shall be considered rendered upon the provision of the Certificate specified in the Proforma Invoice to the Customer.
5.2. The Contractor shall provide the Certificate and confirm it by issuing and emailing an access code to the Customer, if such functionality is available on the Website and in the Personal Account. In addition, after the Customer enters the access code received from the Contractor in a special field in the Personal Account (Certificate activation), the information about the activated Certificate shall be displayed in the Customer's Personal Account.
5.3. Until the functionality of the Website and the Personal Account specified in Clause 5.2 hereof is developed, the Contractor shall provide the Certificate and confirm it by emailing a confirmation letter thereof to the Customer.
5.4. When the Services are rendered, the Contractor shall draw up a unilateral report on the provision of the services (hereinafter referred to as the "Report") in the form approved by the Contractor's accounting policy on the date thereof. The Report shall be a primary accounting document complying with the applicable laws of the Russian Federation and confirming the fact of the Services rendering and the cost thereof.
5.5. Within Five (5) business days from the Report date, the Contractor shall send an electronic image (scanned electronic copy) of the Report to the Customer's e-mail address specified in the Proforma Invoice.
5.6. The Customer shall review the electronic image of the Report within Five (5) business days from the day it has been emailed.
5.7. If the Customer fails to provide the Contractor with written objections to the Report within the time limit established for the review of the Report, the Services shall be deemed accepted by the Customer and shall be paid up in full. At that, the Report signed by the Contractor shall have full legal force.
5.8. The procedure for the issue of commercial invoices to the Customer shall be governed by the laws of the Russian Federation.
5.9. If the Parties use electronic workflow operators, such Proforma Invoice, commercial invoice, and Report may be provided to the Customer in the electronic form through such operators.
5.10. At the Customer’s request, the Contractor shall send hardcopy of the Proforma Invoice, commercial invoice, and Report to the Customer by Russian Post or by a courier service whichever the Contractor chooses.
6.1. Confidential Information shall mean any technical, commercial, financial, analytical, operational or other information or data in any form that has actual or potential commercial value due to its secrecy to third parties, which is not in free access on a legal basis, in relation to which adequate protection measures are taken; at the same time, the Confidential Information shall include, without any limitations, information security and identification tools, statistical information, information on customers, products and services, research results, software and databases, legal and technical documentation, business plans, documents, information memorandums, drafts, originals and copies of any contracts, agreements, assessments, methods of analysis, reports, researches and other documents, in any form, including in electronic form, which contain or in any way reflect such Confidential Information. For the purposes of interpreting this definition, any information provided by the Parties to each other, both in writing and orally, as part of the Services rendering procedure, shall be considered confidential, unless otherwise provided for by these Rules or specified by the transferring Party.
6.2. Confidential Information shall not include information that: (a) has become publicly known or publicly available without breach of confidentiality obligations, or (b) has become known or available to the Parties from any other source without breach of any confidentiality obligations.
6.3. The Parties undertakes not to disclose and/or transfer to any third parties the Confidential Information of the other Party during the entire term of the Agreement and upon its expiry, except for the cases specified therein, determined by the applicable laws of the Russian Federation or separately agreed upon by the Parties in writing, as well as not to use such Confidential Information for purposes conflicting with the purposes of the Agreement.
6.4. Each Party undertakes to comply with the same strict measures of the Confidential Information protection as it would reasonably implement to protect its own Confidential Information.
6.5. Confidential Information can be disclosed only to those employees of a Party who need it to perform their job duties. A Party shall not copy, duplicate, record or otherwise reproduce the other Party’s Confidential Information without the prior consent of the other Party.
6.6. Disclosure of Confidential Information shall not be considered a violation of the confidentiality regime, if such information is disclosed at the written request of a state authority, other government body, local government, made within their competence in order to perform their functions and such disclosure to these bodies is mandatory for the Party. At the same time, the disclosing Party must promptly notify the other Party of the such request receipt.
6.7. The provisions hereof unknown to third parties shall be considered Confidential Information and cannot be disclosed to third parties, except in case of business necessity when third parties provide legal, accounting and other professional services to the Party.
7. Responsibilities of the Parties
7.1. The Parties shall be liable in accordance with the applicable laws for failure to fulfill or improper fulfillment of their obligations under the Agreement.
7.2. The Contractor shall not be liable for the reciprocal fulfillment of obligations regarding the Services rendering in case of late payment for the Services, and in other cases of complete or partial non-performance of the Customer’s obligations under the Agreement, as well as in case of circumstances explicitly indicating that the obligations will not be fulfilled in due time.
7.3. In any case, the Contractor's liability under the Agreement shall be limited to compensation for actual damage caused to the Customer in the amount not exceeding the paid cost of the Services under the relevant Agreement.
8. Force Majeure
8.1. The Parties shall not be held liable for partial or complete non-performance of their obligations under the Agreement, if it was caused by force majeure circumstances arising after the conclusion of the Agreement. Such circumstances, in particular, shall include: acts of God; natural and industrial disasters; acts of terrorism; hostilities; civil unrest; adoption of enactments by public and local authorities that prohibit or restrict the activities of the Parties under the Agreement; other circumstances that cannot be foreseen or prevented in advance and make it impossible to perform obligations of the Parties under the Agreement.
8.2. In the event of force majeure circumstances impeding the performance of obligations under the Agreement, the period for performance of the obligations by the Parties shall be extended pro rata the duration of such circumstances, as well as to the time required to eliminate their consequences, but not more than Sixty (60) calendar days. If the force majeure circumstances remain in force beyond the period above, or it becomes evident to the Parties that the occurred force majeure circumstances will last longer than the said the period, the Agreement shall cease to be effective.
9. Term and Amendments to the Rules
9.1. The Rules shall become effective upon their publication at the Website and remain in full force until cancelled by the Contractor.
9.2. The Contractor reserves the right to amend and/or cancel the Rules at any time at its discretion. The Customer shall be informed of the amendment or cancellation of the Rules by publishing new revision of the Rules on the Contractor’s Website and/or by a relevant notice sent to the email or postal address specified by the Customer at the signing or during the performance of the Agreement, whichever the Contractor chooses.
9.3. Should the Rules be canceled or amended, such amendments or cancellation shall become effective upon notification of the Customer thereof, unless any other effective date is specified in the Rules or the notice provided.
9.4. The Mandatory Documents, as specified in the Rules, shall be approved, supplemented and amended by the Contractor at its own discretion with further notification of the Customer thereof in a manner set for the notification of the Customer about amendments to the Rules.
10. Term, Amendment and Termination of the Agreement
10.1. In terms of obligations associated with a certain Certificate provided under the Agreement, the Agreement shall be valid until the expiry of such Certificate, and if the Customer’s application for the performance of work (rendering of services) under such Certificate filed within the validity term of the Certificate is not recognized as fulfilled at the time of its expiry, until such application is recognized as fulfilled.
10.2. If the Agreement is terminated due to the expiry of the Certificate provided thereunder as well as if the Customer failed to use the Certificate in full, the cost of the Certificate provision Services shall not be refundable.
10.3. Should these Rules be canceled by the Contractor during the term of the Agreement, the Agreement shall be deemed to be effective on the terms and conditions provided for in the latest revision of the Rules with all the Mandatory Documents.
10.4. Should these Rules, including the Mandatory Documents specified herein, be amended, the Agreement shall be deemed amended in accordance with the new revision of the Rules (Mandatory Documents), with the exception of the cost of the Services, the content and validity term of the Certificates, which are specified in the Agreement and cannot be changed unilaterally, and, regardless of changes in the documents’ revisions, shall be determined in accordance with the revision that was in force upon the Agreement conclusion.
10.5. The Agreement can be early terminated (and a Party can repudiate the Agreement):
10.5.1. By the Parties’ agreement at any time.
10.5.2. At the Contractor’s initiative, provided that the Customer have not violated the Agreement. In this case, the Contractor shall return to the Customer a part of the cost of the Services, pro rata to the amount of work (services) included in the Certificate, but not performed (rendered) upon the Agreement termination.
10.5.3. At the Contractor’s initiative due to the violation of the Agreement, including the Mandatory Documents, by the Customer. In this case, the cost of the Services shall not be refundable.
10.5.4. At the Customer’s initiative. In this case, the cost of the Services shall not be refundable, except when the Customer terminates the Agreement due to the Contractor’s violation of the Agreement, which the Contractor failed to eliminate within a reasonable time after the receipt of the Customer’s written notice of such violation, in this case, the Contractor shall return to the Customer a part of the cost of the Services, pro rata to the amount of work (services) included in the Certificate, but not performed (rendered) upon the Agreement termination.
10.5.5. On any other reasons provided for by these Rules or the applicable laws.
10.6. Neither Party shall be liable to the other Party for any losses incurred due to the Agreement termination. Except as expressly provided for in these Rules, the Parties waive any right to receive any compensation or reimbursement with regard to the termination of the Agreement for any reason.
10.7. The obligations of the Parties, which, by their nature or direct instruction, must remain valid, shall remain valid after the termination of the Agreement, including, but not limited to, financial liabilities that arose during the term of the Agreement; obligation for non-disclosure of the Confidential Information.
11. Agreement on the Use of Electronic Signature
11.1. The Parties may use a simple electronic signature when concluding and performing the Agreement, drawing up Proforma Invoices, Reports, and sending messages and notices under the Agreement.
11.2. A simple electronic signature shall mean an electronic signature, which, through the use of the Party's account in the e-mail service or any other electronic information system with the messaging function (electronic signature key), confirms that the electronic signature has been generated directly by the Party.
11.3. If the Parties email an electronic document, it shall be considered to be signed by a simple electronic signature of the sender generated using its account (e-mail address) in the e-mail service. Should an electronic document be emailed, the recipient of the electronic document shall identify the signatory of such document by the e-mail address.
11.4. If the Parties send an electronic document using electronic information systems with the function of exchanging electronic messages (WhatsApp, Telegram, Skype, SMS, etc.), such electronic document shall be considered to be signed by a simple electronic signature of the sender generated using its account in such system. The recipient of the electronic document shall identify the signatory of such document by his/her account in the electronic information system.
11.5. A simple electronic signature shall be verified by sending a corresponding request to the relevant Party.
11.6. The Parties agreed to consider electronic documents signed by a simple electronic signature equivalent to the hardcopy documents signed by a handwritten signature.
11.7. Any actions performed using a simple electronic signature of a Party shall be deemed to be performed by such Party.
11.8. The Parties undertake to keep the electronic signature key confidential. In particular, the Parties shall have no right to provide access to their e-mails and accounts in the electronic information system to third parties, and shall be fully liable for their safety and individual use, while independently choosing the method of their storage and restricting access to them.
11.9. In case of loss or unauthorized access to the e-mail or the account in an electronic information system or disclosure of the authorization data used to access e-mail or the account to third parties, the Party shall promptly notify the other Party thereof in a way allowing to identify the Party as the message sender.
12. Final Provisions
12.1. This Agreement, its conclusion and performance shall be governed by the applicable laws of the Russian Federation. All issues not governed or not fully governed by these Rules shall be governed in accordance with the substantial law of the Russian Federation.
12.2. The transfer (assignment) of the Customer’s rights and obligations under the Agreement without the consent of the Contractor shall not be allowed. The Contractor may transfer its rights under the Agreement without the Customer’s consent. Any assignment or transfer of the rights violating the terms and conditions hereof shall be void.
12.3. Disputes arising out of the Rules and/or the Agreement shall be settled in the course of pre-court dispute settlement. Should the Parties fail to reach an agreement, the disputes shall be settled by court at the location of the Contractor, if such a definition of jurisdiction does not contradict the imperative norms of the applicable laws.
12.4. If one or more provisions of these Rules or the Agreement become invalid or illegal for any reason, such invalidity shall not affect the validity of any other effective provision of the Rules or the Agreement.
13. Details of the Contractor
Location and postal address: 105082, Moscow, Spartakovsky per., 2, bldg. 1, floor/premise/room 3/III/6.
Tax Registration Reason Code (KPP) 770101001
Settlement account: 40702810922000006014
JSCB Absolut Bank (PJSC), Moscow
Russian Central Bank Identifier Code (BIK) 044525976