Terms of Information Services
Effective since 30.06.2017
This document "Terms of Information Services" constitutes the binding terms underlying the conclusion and execution of information service agreements by using the Applications of Habr LLC.
1. Terms and Definitions
1.1. The following terms and definitions apply to this document and all relations between the Parties arising from or related hereto:
1.1.1. The Terms means the body of this document with all annexes, amendments and additions hereto, as laid out at the Contractor's Website and accessible at: https://habr.com/docs/docs/rules/.
1.1.2. The Agreement means an agreement of fee-based Services concluded and executed by the Parties as provided for by these Terms with all Mandatory Documents related to such agreement.
1.1.3. The Services mean information services of providing access for the Customer to an additional functionality of the System via Application, as listed in the Contractor's Price Lists. The Customer may also acquire the Services to provide the clients with an access to additional functionality of the Application.
1.1.4. The Contractor means Limited Liability Company Habr (Habr LLC).
1.1.5. The Customer means a party capable to effect the Acceptance in accordance with these Terms (as relates to the procedure of concluding the Agreement) or accepted the Offer in accordance with these Terms (as relates to the procedure of the Agreement implementation).
1.1.6. The Order means actions of the Customer as set forth in the respective page of the Application or its Personal Account required to make a separate Agreement.
1.1.7. The Offer means the Contractor's offer to enter into the Agreement, to be issued pursuant to an Order, in the form of issuing an invoice for the Services or forwarding the Order to payment via the payment system by using the Customer's Personal Account.
1.1.8. The Acceptance means full and unconditional acceptance of an Offer hereunder by making actions by the Customer as set forth in chapter 9 hereof , which results in making the Agreement between the Customer and the Contractor.
1.1.10. The Mobile Application means a computer program to be installed and used on a Device that provides an access to the System for the User via a communication network.
1.1.11. The Application means a computer programs and/or databases, including the Website and the Mobile Application that provide an access to the System via the Device for information purposes.
1.1.12. The Device means a personal computer, tablet, mobile phone, communicator, smart phone, or any other device enabling the use of the Application and/or the System according to their intended purpose.
1.1.13. The Personal Account means a personal part of the Application accessible for the Customer after the registration and/or the authentication in the Application. The Personal Account shall be used for keeping the Customer's personal data, placing Orders, viewing statistics on the Orders placed, their status, and receiving notices as part of the notification procedure.
1.2. These Terms may include terms and definitions not defined in clause eof. In this case, such term shall be construed in accordance with the text of the Terms. Where the text of the Terms does not contain an unambiguous interpretation of a term or a definition, the latter shall be construed based on primarily the documents forming the Agreement between the Parties, secondly - the laws of the Russian Federation, and subsequently - the business practice and science theory.
1.3. Any reference herein to a clause (chapter hereof) and/or provisions hereof means the respective reference hereto (chapter hereof) and/or provisions hereof.
2. The scope of the Agreement
2.1. If technically feasible, the Contractor shall render Services pursuant to the Orders placed, and the Customer shall accept and pay for the Services in accordance with these Terms.
2.2. The description, scope and cost of Services, as well as other mandatory terms of the Agreement shall be determined based on the information and materials provided by the Customer at the Order placement in accordance with the terms of the Mandatory Documents.
2.3. A compulsory condition for the rendering Services by the Contractor shall be the Customer's unconditional acceptance of and compliance with the requirements and provisions applying to the relations of the Parties under the Agreement, as determined by the following documents ("Mandatory Documents"):
2.3.1. User Agreement is laid out and/or accessible in the Internet at https://account.habr.com/info/agreement/ and covering the general terms of registration in the Application and use of the System;
2.3.2. Terms of Services, which may include the Contractor's special terms of rendering Services as part of the System in each individual Application, including but not limited to: a) the Order placement procedure; b) requirements regarding information materials to be placed by the Customer; c) the Parties' communication procedure as part of the Service rendering. Terms of Services are available in the Internet at https://habr.com/docs/docs/legal/.
2.3.3. Price Lists are available in the Internet at https://habrastorage.org/storage/stuff/habr/service_price.pdf to be used by the Contractor for calculation of the cost of Services on the date of Order placement and including, as per the respective type and scope of Services, the details on the description and cost of Services offered by the Contractor, as well as other mandatory terms of rendering thereof.
2.4. Documents required from the Parties as set forth in clause 2.3. hereof constitute an integral part of the Agreement to be signed in accordance with the Terms.
2.5. The Contractor has the right to involve third parties to provide services. In particular, the Customer accepts and agrees that the direct service provider — Habr Blockchain Publishing Ltd — is the right holder of the Application, with the Contractor being responsible to the Customer. The Contractor guarantees that, according to the agreement concluded by the Contractor with the right holder of the Application — Habr Blockchain Publishing Ltd., the Contractor is able to conclude and duly execute Service Agreements based on the Terms.
3. Rights and Obligations of the Parties
3.1. The Contractor shall:
3.1.1. Render Services in full compliance with the Agreement, including the Mandatory Documents, and the laws of the Russian Federation;
3.1.2. Timely notify the Customer regarding the course of Service rendering;
3.1.3. Extend the period of Service rendering upon the Customer's request in cases provided for by these Terms.
3.2. The Contractor may:
3.2.1. Suspend the rendering Services until they are paid for;
3.2.2. Suspend the operation of the Application for mainteneance purposes, primarily, where possible, during night hours or on weekends, but no more than once a month;
3.2.3. Suspend the rendering Services if the Customer violates the requirements of the Agreement, Mandatory Documents, and in any other cases provided for by the laws of the Russian Federation;
3.2.4. Restrict specific actions of the Customer, where such actions pose a threat to normal operation of the Application;
3.2.5. Unilaterally modify the Terms and the Mandatory Documents stated therein, without notification of the Customer, regarding the Services for which no valid Agreement exists with the Customer;
3.2.6. Unilaterally withdraw from the Agreement in cases provided for by the laws of the Russian Federation and/or these Terms;
3.2.7. Exercise other rights provided for by applicable laws of the Russian Federation, as well as these Terms, including the Mandatory Documents.
3.3. The Customer shall:
3.3.1. Comply with the requirements of the Agreement, including the Mandatory Documents, and the laws of the Russian Federation;
3.3.2. Examine the Order prior to the Acceptance;
3.3.3. Pay for the Services under the Agreement in full within the period established;
3.3.4. Check for the Contractor's notices in the Application of the Contractor (including in the Customer's Personal Account) and at the electronic address stated by the Customer at the Order placement, as well as read the information on the course of Service rendering.
3.3.5. Perform other obligations provided for by the Agreement, including the Mandatory Documents, and applicable laws of the Russian Federation.
3.4. The Customer may:
3.4.1. Allow its representatives to run and otherwise operate the System in respect whereof the relevant Services were purchased;
3.4.2. Supervise the course and quality of Service rendering under the Orders placed;
3.4.3. Exercise other rights provided for by the Agreement, including the Mandatory Documents, and applicable laws of the Russian Federation.
3.5. Unilaterally withdraw from the Agreement in cases provided for by the laws of the Russian Federation and/or these Terms;
4. Cost of Services and Payment Procedure
4.1. The cost of the Services under the Agreement is determined in accordance with the Contractor's Price Lists valid at the date of placing the Order relating thereto, depending on the description, scope and (if necessary) the deadline for the rendering Services.
4.2. If the Customer is not recognized as a tax resident of the Russian Federation, the Contractor shall issue an invoice under the Price List by stating the cost of the Services in US dollars. At that, such invoice can be issued both in rubles at the exchange rate of the Central Bank of Russia as at the day of invoicing, and in US dollars.
4.3. The Customer shall pay for the services by making an advance payment in the amount of 100% of the cost of the relevant Services in the currency of the relevant invoice.
4.4. Settlements under the Agreement shall be made by wire transfer of funds to the Contractor's bank account indicated in the issued invoice or by using the payment services specified in the Application when placing the Order. Each Party independently pays any bank fees and other costs charged by its bank for the transfer/receipt of payments. Bank fees charged by third parties for interbank transfer of funds shall be paid by the Contractor.
4.5. The Customer shall be deemed to have fulfilled its obligations on payment for the Services upon crediting of funds to the Contractor's bank account in the required amount in case of wire transfer of funds, or upon provision of information by the payment service operator about the payment made by the Customer on the basis of the agreement with the Contractor.
4.6. In case the Customer is not recognized as a tax resident of the Russian Federation:
4.6.1. 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 does not include the specified 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.
4.6.2. The Parties agree to provide each other with the necessary information or documentation (for example, 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.
4.6.3. For the purposes of this clause, the term "Treaty" means any applicable convention or agreement between the Russian Federation and the country of the Customer's residence, including the avoidance of double taxation and prevention of income tax evasion, and any amendments, instructions and protocols to such conventions or agreements and their versions.
5. Acceptance of Services
5.1. Services shall be deemed to have been rendered by the Contractor upon ensuring the Customer's ability to use the relevant additional functionality of the Application by providing and reserving the Customer's access to them for any certain period (or unlimited term) in the Contractor's internal accounting system. If the Customer is provided with a special code, access to the functionality of the Application shall be deemed as provided and reserved for the Customer for the relevant period in the internal accounting system of the Contractor upon provision of such code to the Customer.
5.2. Upon rendering the Services under clause 5.1. of the Agreement, the Contractor shall issue a primary accounting document (hereinafter referred to as the "Report"). The Report is prepared in a form approved by the accounting policy of the Contractor as of the date of its preparation.
5.3. The Parties acknowledge and unconditionally agree that the information on the Services rendered shall be stated in the Report on the basis of the data of the Contractor's internal accounting system.
5.4. The Contractor shall, within 10 (Ten) business days from the date of the Report, send one hard copy of the Report by the Russian Post (Pochta Rossii) or courier service to the Customer at the address specified by the Customer when placing the Order.
5.5. At the same time, the Contractor may send an electronic copy of the Report to the Customer's e-mail address.
5.6. The Customer shall examine the hard copy of the Report within 5 (Five) business days from the date of its delivery.
5.7. In case the Customer fails to provide the Contractor with written objections to the Report within the time limit established for examination of the Report, the Services shall be deemed accepted by the Customer and shall be paid in full. At that, the Report signed by the Contractor is of full legal force. In case the Customer has not receive the Report in an electronic form or in a hard copy does not exempt the Customer from obligation to pay for the actually rendered Services.
5.8. The procedure for the issuing of VAT-invoices to the Customer is determined under the laws of the Russian Federation. The consequences of failure to receive the VAT-invoices are similar to those stipulated in clauses 5.2 to 5.7. for the Reports.
6. Warranties of the Parties
6.1. The Contractor warrants: 1) it has the right to use the Application within the scope necessary to properly fulfill the obligations under the Agreement; 2) rendering the Services under the Agreement in full compliance with these Terms and Mandatory Documents.
6.2. The Contractor does not provide any implied or explicit warranties that may be stipulated by the Terms or at the Website regarding:
6.2.1. compliance of the additional functionality of the Application with the requirements and expectations of the Customer, their suitability for any particular purpose, and the absence of design defects;
6.2.2. provision of uninterrupted access to the Application and the System related thereto, the absence of errors in the software, the possibility and timing of their elimination.
6.3. The Customer warrants the use of the Application and the System based thereon in accordance with the terms hereof and Mandatory Documents.
7. Responsibility of the Parties
7.1. The Parties shall be liable according to the current legislation of the Russian Federation in case of failure to fulfill or improper fulfillment of their obligations under the Agreement.
7.2. The Contractor is not liable for the reciprocal fulfillment of obligations as regards the Service rendering in the event of delay in payment for the Services, and in other cases of full or partial failure by the Customer to fulfill its obligations under the Agreement, as well as if there are circumstances that explicitly indicate that the obligations will not be fulfilled in due time.
7.3. If the System cannot be used for more than 5 (Five) hours during the Contractor's working day (from 9.00 to 19.00 Moscow time), the Customer shall send a written claim to the Contractor with detailed description of circumstances and the period of inaccessibility.
7.4. Should the claim is acknowledged as reasonable, the Customer's access to the relevant System is extended by the Contractor for one day (24 hours) for each day when the facts of failure to use the System, as specified in clause 7.3., were revealed.
7.5. In any case, the Contractor's liability under the Agreement is 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.
7.6. The Customer is fully responsible for compliance of the information and materials it placed with the legal requirements, including for their content and legitimacy of using the intellectual property included therein, availability of necessary permits and licenses, receipt of certificates in respect of the products it produces, or confirmation of its compliance with technical regulations in the established manner, as well as for other actions within the warranties under clause 6.3. hereof.
7.7. Should there be the case that as a result of a failure of the Customer's warranties of the rendering the Services under the Agreement led to lodging of claims, actions and/or writs by third parties and/or public authorities against the Contractor for the reimbursement of damages (payment of compensation), or initiation of an administrative offence case, the Customer shall immediately and upon request of the Contractor provide the latter with all the necessary information concerning the subject matter of the dispute and assist the Contractor in the settlement of such claims, as well as reimburse all the damages (including legal expenses, fines) caused to the Contractor by the lodging, examining and execution of such claims, actions and writs, and bringing to administrative responsibility for violation of the rights of third parties and/or the current legislation as a result of the Service rendering.
7.8. The amount of loss can be withheld by the Contractor from the Customer's funds received as payment for the Services under the Agreement, including by writing-off from the Customer's Personal Account.
7.9. If the Customer violates the terms of the Agreement that entailed its early termination, the amount remaining under the Agreement shall be withheld as a penalty for the violations committed.
8. Force Majeure
8.1. The Parties are exempted from liability for partial or full failure to fulfill obligations under the Agreement as a result of force majeure circumstances arisen after its signing. Such circumstances, in particular, 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 fulfill obligations of the Parties under the Agreement.
8.2. In the event of force majeure circumstances that impede the performance of obligations under the Agreement, the period for fulfilling the obligations by the Parties shall be extended pro rata the duration of such circumstances, as well as the time required to eliminate their consequences, but not more than 60 (sixty) calendar days. If the force majeure circumstances remain in force in excess of the period mentioned above, or, when the force majeure occurs, it becomes evident to the Parties that such circumstances will continue in excess of the period concerned, the Agreement ceases to be effective.
9. Acceptance of the Offer and Entry into the Agreement
9.1. Acceptance of the Offer by the Customer creates the Agreement between the Customer and the Contractor (Articles 433, 438 of the RF Civil Code) on the terms hereof.
9.2. Unless otherwise provided for by the relevant Terms of Services, the Offer is accepted by the Customer by taking a combination of the following actions:
9.2.1. issuing and placing the Order by means of the software in the Contractor's Application;
9.2.2. making an advance payment for the rendering Services in the amount determined by the relevant Price List of the Contractor on the date of payment.
9.3. The Agreement shall be deemed concluded upon receipt of the Offer Acceptance by the Contractor.
9.4. For the avoidance of doubt, if the Customer commences to use the Services, this fact additionally evidences the conclusion of the Agreement for the Service provision in accordance with the terms hereof.
9.5. Based on the Terms, an unlimited number of Agreements can be concluded with the Customer.
10. Effective Period and Amendments to the Rules
10.1. The Terms shall become effective upon their posting at the Contractor's Website and remain in force until canceled by the Contractor.
10.2. The Contractor reserves the right to amend and/or cancel the Terms at any time at its discretion. Information on amendment or cancellation of the Terms shall be notified to the Customer by the Contractor by posting thereof at the Contractor's Website, the Customer's Personal Account, or by sending the relevant notice to the e-mail or postal address specified by the Customer at the signing of the Agreement or its execution.
10.3. Should the Terms are canceled or amended, such amendments or cancellation become effective upon notification of the Customer thereof, unless any other term of their entry into force is determined by the Terms or additionally in the notice concerned.
10.4. The documents mandatory for the Parties, as mentioned in the Terms, shall be approved, supplemented and amended by the Contractor at its own discretion with further notification thereof to the Customer in a manner provided for the notifying of the Customer about amendments to the Terms.
11. Effective Period, Amendment and Termination of the Agreement
11.1. The Agreement becomes effective upon Acceptance of the Terms by the Customer and remain valid: a) until the Parties fulfill their obligations under the Agreement in full, or b) until early termination of the Agreement.
11.2. Should the Terms are canceled by the Contractor during the effective period of the Agreement, the latter is deemed to be in force on the terms of the latest version of the Terms and all the Mandatory Documents.
11.3. The Agreement can be terminated:
11.3.1. By agreement of the Parties at any time.
11.3.2. Upon the initiative of any of the Parties, with a written notice to the other Party on the refusal to execute the Agreement, which is to be provided at least 15 (Fifteen) calendar days before the planned date of termination.
11.3.3. On other grounds stipulated by the Terms or the current legislation.
11.4. In the event of the Customer's refusal to execute the Agreement in the part of information services after the Customer has been provided with the access to the functionality of the Application, the cost of the relevant Services is not refundable.
12.1. The Parties agree to keep confidential all the terms of each Agreement and all the information received by one Party from the other Party at the conclusion and execution of such Agreement ("Confidential Information"), and do not disclose, inform to public or otherwise provide such information to any third party without the prior written consent of the Party provided such information.
12.2. Each Party will take all necessary measures to protect Confidential Information with at least the same degree of care as applied for protectiom of its own Confidential Information. Access to the Confidential Information will be provided only to employees of each of the Parties who need to know it to perform its duties for the implementation of the Agreement. Each of the Parties shall ensure that such employees undertake the same obligations to protect the Confidential Information, as provided for hereby in respect of the Parties.
12.4. The Contractor may request additional information, such as photocopies of identity documents or credit cards, if necessary to verify the identity or to prevent fraud. If such additional information is provided to the Contractor, its use and protection shall be in accordance with the provisions of clause 12.3. hereof.
12.5. The obligation to protect the Confidential Information shall remain in force within the effective period of the Agreement and 5 (Five) years after its termination, unless otherwise agreed by the Parties.
13. Final Provisions
13.1. The Agreement, its conclusion and execution shall be governed by the current legislation of the Russian Federation. All issues failed to be covered by the Terms or those partially settled shall be governed by the substantive law of the Russian Federation.
13.2. Disputes under the Terms and/or the Agreement shall be settled in the course of pre-court dispute settlement procedure. If the Parties fail to reach agreement, disputes shall be considered in a court at the location of the Contractor.
13.3. The Parties may use facsimile reproduction of a signature or a simple digital signature when concluding the Agreement, placing Orders, providing Reports, invoicing, and sending notices under the Agreement.
13.4. Documents can be exchanged between the Parties by e-mail. At that, the documents transferred in accordance with the Terms shall have full legal effect, if there is confirmation of their delivery to the recipient.
13.5. When using e-mail by the Parties, an e-document sent thereby is considered to be signed by a simple digital signature of the sender, which is formed by using the sender's e-mail address.
13.6. By agreement of the Parties, e-documents signed by a simple digital signature shall be equivalent to the documents in hard copy affixed by a handwritten signature.
13.7. By the e-mail address used, the recipient of the e-document determines a person signed the document.
13.8. Otherwise, the procedure for the use of a simple digital signature by the Parties shall be governed by the User Agreement.
13.9. Any notices and documents under the Agreement, unless otherwise stipulated by the Terms, may be sent by one Party to the other Party: 1) by e-mail a) to the Customer's e-mail address specified when placing the Order or in its Personal Account; from the Contractor's e-mail address specified in chapter 14 of the Terms if the Customer is a recipient, and b) to the Contractor's e-mail address specified in chapter 14 of the Terms, from the Customer's e-mail address indicated when placing the Order or in its Personal Account; 2) provision of an electronic notice to the Customer in the Personal Account; 3) by mail with a notice of delivery or by a courier service with confirmation of delivery.
13.10. In the event that one or more provisions of the Terms or the Agreement are invalid or illegal for any reason, such invalidity does not affect the validity of any other provision of the Terms or the Agreement that remain in force.
13.11. Without conflict with the provisions of the Terms, the Parties may at any time execute the concluded Service Agreement in the form of a written document expressing the Terms valid at the time of its execution, the Mandatory Documents stated therein, and the Order placed.
14. The Contractor's Details
Full name: Limited Liability Company "Habr"
Abbreviated name: Habr LLC
Primary State Registration Number: 5067746892769
Taxpayer Identification Number: 7705756279
Tax Registration Reason Code: 770101001
Bank: ABSOLUT BANK, Moscow
Correspondent account: 30101810500000000976
Set.acc.: 40702810922000006014 (RUR)
Set.acc.: 40702840522000006015 (USD)
Legal address: 105082, Moscow, Spartakovsky per., 2, bldg. 1, floor/prem/room 3/III/6
Mailing address: 105082, Moscow, Spartakovsky per., 2, bldg. 1, section 3, Habr LLC
Phone: +7 (499) 653-59-61