User Agreement

This User Agreement (hereinafter – the “Agreement”) shall regulate the relations regarding provision of rights to use B2B-Center System by provision of a remote access thereto via the Internet, between AO Economy Development Center (OGRN 1075034003967; INN 5034031535), being a legal entity duly incorporated in the Russian Federation subject to the applicable laws, on the one part, and a natural/legal person that has accepted the terms hereof by acceding to this Agreement unconditionally and in full, on the other part.

This Agreement and the relations of the Parties arising herefrom, shall be subject to the Russian laws.

This Agreement is, as provided by the article 435 of the Civil Code of the Russian Federation, an offer, which is a proposal, addressed to any natural or legal persons, to enter into this Agreement on the terms and conditions specified therein.

1. BASIC TERMS AND DEFINITIONS

1.1. B2B-Center System (hereinafter - the System) is the information, analytical, trade and operational computer software enabling online bidding, owned by the Operator and designed to enable initiating and carrying out private-sector online procurement/ selling procedures subject to the Civil Code of the Russian Federation via “Private sector procurement” section of the System, as well as online procurement procedures subject to the Federal Law No. 223-FZ as of 18.07.2011 “On procurement of goods, works and services by legal entities of certain types” via “Public sector procurement subject to 223-FZ” section of the System.

1.2. Operator of the System (Operator) is AO Economy Development Center.

1.3. System Member (Member) shall mean an entity or individual, including sole entrepreneurs, that has completed registration in the System and has been given the right to use the functionality of the System according to the access level (registered/full member).

1.4. Registration – procedure resulting in provision of a unique System Member’s number to an entity or individual, including sole entrepreneurs, Member’s inclusion into the System Database and provision of the Member with unique authentication details for accessing the Private Part of the System.

1.5. Personal Workspace is an element of the Private Part of the System, automated user’s workplace.

1.6. E-marketplace is a component part of the System intended for online procuring or selling under an orderly formal procedure specified in the System Regulations.

1.7. Competitive Bidding shall mean Auctions, Tenders or other Bidding Procedures (Calls for Bids) explicitly defined as such in the current legislation.

1.8. Products (Goods, works and services) – goods, works, services and other objects of civil law rights.

1.9. Bidding procedure (Call for Bids) is a sequence of actions performed by the Organizer in accordance with the established rules as well as with the System Regulations, which results in selection of the Supplier (Buyer) or forming of a list of Suppliers (Buyers) for a Purchase or Sale subsequently performed.

1.10. (Bidding) Organizer is a Buyer or Specialized organization immediately performing the actions related to a Bidding Procedure.

1.11. User – an individual, of which the data (including personal data) are stored as part of a Member’s information in the Personal Workspace, using a username and a password or an E-Signature to log into the Personal Workspace and performing actual and legal actions in the System on behalf of the Member, consistent with the User role assigned and authorizations granted.

1.12. Main User is a user authorized to perform any actions relating to working in the Personal Workspace, preparation, publishing, editing, termination of a Call for Bids, and/or preparation, submission, editing or withdrawal of a Member’s Bid/ Proposal under a Call for Bids.

1.13. Secondary User is a user authorized to perform any actions within the rights conferred to them, except for publishing a Call for Bids and submission, editing and withdrawal of a Member’s Bid under a Call for Bids.

1.14. Supplier – any entity or individual, including sole entrepreneurs, legally able to supply any required Products.

1.15. Pricing Plan ― a set of price terms and conditions of the agreement, establishing the cost of provision of the rights to use the System, settlement methods, billing arrangements, to be selected by the Member at their discretion in a formalized manner.

1.16. All the terms and definitions not covered herein are available at www.b2b-center.ru.

2. SCOPE OF THE AGREEMENT

2.1. In accordance with this Agreement, the Operator shall provide to the Member, on a fee basis, the rights to use B2B-Center System by provision of a remote access via the Internet to the functionality of B2B-Center System, including, but not limited to, the following:

2.1.1. Inclusion of the information provided by Member themselves in the System databases.

2.1.2. Access to the information placed by other Members in the System databases.

2.1.3. Member's ability to work in the Personal Workspace, on the E-marketplace, including the right to initiate Calls for Bids and/or participate in the Calls for Bids initiated by other Members within the scope of the Pricing Plan selected by the Member in “Private sector procurement” section of the System or “Public sector procurement subject to 223-FZ” section, as well as in all other sections of the System, in compliance with the Rules and Regulations of the System.

2.1.4. Provision of the Member with an additional Personal Workspace to enhance usability of the System for the Member.

2.1.5. Member’s ability to work in any other sections of the System that have been created after the signing of this Agreement, and using of which has been timely paid for by the Participant.

2.2. The procedure and terms of use of the System not covered herein, including, but not limited to, the procedure for registration and provision of a remote access to the System, the rules of conducting online procurement/selling procedures, shall be governed by the System Regulations available at https://www.b2b-center.ru/help/Регламент_Системы_B2B-Center. By acceding to this Agreement, the Member confirms their awareness of and consent with the terms and conditions of the System Regulations.

2.3. The Operator shall not provide to the Members (Buyers) any services for storage, packaging, transportation or delivery of goods, as well as any services for placement and (or) promotion of offers or announcements of purchase (sale) of goods (works, services), for search for such offers and announcements and/or conclusion of contracts, all of those to be performed by the Members on their own, including by using technical and functional capabilities of the System.

2.4. The Operator may also provide to the Member with the rights to use the additional services of the System at extra charge subject to the terms of additional agreements to be concluded for that purpose.

3. THE RIGHTS OF THE PARTIES

3.1. The Operator shall have the right to:

3.1.1. Verify the information provided by the Member.

3.1.2. Unilaterally modify the Pricing Plans and the cost of provision of the rights to use the System by publishing the information on the changes on the website at www.b2b-center.ru, provided that such changes shall not apply to the invoices paid prior to their publication.

3.1.3. Place, in presentation materials and on the website pages at: http://www.b2b-center.ru/., for the information purposes, a graphic reproduction of a Member's trademark, without transferring to the Operator any exclusive or other rights in the Member's trademark. By acceding hereto, the Member consents to the Operator's placing a graphic reproduction of their trademark as provided in this clause.

3.2. The rights for the Databases shall belong solely to the Operator.

3.3. The Member shall have the right to:

3.3.1. Place the information on themselves in the Databases of the System as a seller (supplier) and/or buyer (customer) of goods, works and services.

3.3.2. Initiate and conduct, at their own discretion, Competitive Bidding on the E-marketplace in “Private sector procurement” or “Public sector procurement subject to 223-FZ” section of the System subject to the selected Pricing Plan.

3.3.3. Participate in the Competitive Bidding initiated by other Members in “Private sector procurement” or “Public sector procurement subject to 223-FZ” section of the System subject to the selected Pricing Plan.

3.3.4. Modify the information on the provided and (or) consumed goods, works and services.

4. OBLIGATIONS OF THE PARTIES

4.1. The Operator shall:

4.1.1. Provide the Member with the rights to use the System (“Private sector procurement” or “Public sector procurement subject to 223-FZ”) section by provision of a remote access thereto via the Internet according to the terms of a selected Pricing Plan and subject to the terms of a respective separate agreement to be concluded with the Member when purchasing a Pricing Plan.

4.1.2. Provide the Member with the access to the Personal Workspace of the System and the Operator’s databases, as well as with the capability to place the Member’s information in the System Databases as a seller (supplier) or as the buyer (customer) of Products (goods, works and services).

4.1.3. Provide the Member with the capability to initiate and conduct, on their own, Calls for Bids in the System and participate in the Calls for Bids announced by other Members in “Private sector procurement” or “Public sector procurement subject to 223-FZ” section.

4.1.4. Provide the Member with the access to any other sections of the System that have been created in the System after signing of this Agreement and using of which has been timely paid for by the Member.

4.1.5. Provide the Member, upon their duly executed written request sent to the Operator, with an additional (second, third, etc.) Personal Workspace to work in the System.

4.1.6. Open a Member’s personal account in the System to enable the Members paying for the access to the System and other services of the System, securing bids submitted under Calls for Bids and performing transactions thereon as established by the Regulations on opening and maintaining Members’ personal accounts in B2B-Center System available at https://www.b2b-center.ru/help/Регламент_открытия_и_ведения_лицевых_счетов_участников_Системы_B2B-Center.

4.2. A Member shall:

4.2.1. Complete an online application for registration on the website at www.b2b-center.ru/request/application.html in order to be included into the System databases.

4.2.2. Work in the System in compliance with all the Rules and Regulations of the System, and fulfill any then-current requirements and procedures specified in the Rules and Regulations and available on: www.b2b-center.ru

4.2.3. Timely update information on the offered and (or) consumed products and services in the System.

4.2.4. Notify the Operator in writing on the necessity of making changes to its company details specified in the System within five (5) calendar days from an actual changing of those company details.

4.2.5. Pay for the provision of the rights to use the System in a timely manner as specified herein, in accordance with the Pricing Plan selected by the Member, as well as according to the terms and conditions of a separate agreement concluded with the Member.

5. SETTLEMENT PROCEDURE

5.1. The cost of provision of the rights to use the System shall be determined based on the current Pricing Plans of the Operator, available at https://www.b2b-center.ru/app/tariffs/?group=supplier. A Pricing Plan shall be selected by the Member by accepting a respective invoice (offer). To change the selected Pricing Plan, a Member shall submit a respective application to the Operator.

Different Pricing Plans are available in “Private sector procurement” and “Public sector procurement subject to 223-FZ” sections of the System, therefore, in order to get access to “Private sector procurement” or “Public sector procurement subject to 223-FZ” Sections of the System, Members shall purchase a Pricing Plan applicable in the relevant section of the System, and conclude a separate agreement, by accepting a respective invoice (offer), with the Operator for provision of rights to use the respective section of the System. The Members who have purchased a Pricing Plan and obtained rights to use a section of the System, shall not have the rights of access the other section of the System, if no Pricing Plan enabling using that section was purchased.

5.2. To pay for the provision of the rights to use the System, a Member shall generate an invoice (offer) via the Personal Workspace.

5.3. The Operator shall provide the Member with the opportunity of working in the Private Part of the System in "Private sector procurement" and "Public sector procurement subject to 223-FZ" section only once the Member has paid the cost of provision of the rights to use the System according to the terms of the selected Pricing Plan and the terms and conditions of the Invoice (Offer) generated.

5.4. The Member shall be responsible for the accuracy of the information on the Main User placed in the Personal Workspace and in additional workplaces.

5.5. The Parties hereto have agreed to interchange the documents in electronic form as provided by the Article 169 of the Tax Code of the Russian Federation, including usage of E-signature, and to acknowledge the legal validity of any e-documents, namely, invoices (offers) and agreements for provision of the rights to use the System, closing documents and other documents.

5.6. The Parties hereto shall apply, when managing the e-documents, the forms, formats and procedures established by the current laws and the directives of the relevant authorities, as well as observe the relevant regulations of the System.

5.7. Closing documents provision procedure shall be regulated by the respective agreements (invoices (offers)) to be concluded with the Members when purchasing a Pricing Plan.

6. LIABILITY OF THE PARTIES

6.1. In case of a failure to perform or improper performance of obligations hereunder, the Parties shall be liable to the extent provided by the current laws of the Russian Federation.

6.2. Responsibility for the accuracy and fairness of the company information and the information on the consumed (and/or supplied) products and services shall rest with the Member placing such information in the System.

6.3. The Operator shall not be liable for any damage or loss incurred by a Member due to inadequacy of the Member’s hardware required for working in the System, such as:

6.3.1. Member’s lack of computer hardware with the necessary technical features and software meeting the requirements for working in the System as specified in “System requirements” section at www.b2b-center.ru.

6.3.2. Software and technical restrictions and settings of the Member’s computer equipment, making them unable to work in the System to the full extent.

6.3.3. Member’s inability to work in the System caused by virus infection.

6.3.4. Defects of functioning of network systems and restrictions imposed by Automated Control System Department of the Member’s company, as well as malfunctions of the hardware operated by Automated Control System Department of the Member’s company, that caused nonscheduled and unforeseen temporary disconnection of the Member from the Internet and prevented the Member from working in the System to the full extent.

6.3.5. Malfunctions of network systems and restrictions imposed by Internet provider at the Participant’s facilities, as well as malfunctions of the hardware at a local Internet provider of the Participant that caused nonscheduled and unforeseen temporary disconnection of the Participant from the Internet and prevented the Participant from working in the System to the full extent.

6.4. The Operator shall not be liable for any loss or damage incurred by the Member due to improper observance of the requirements concerning the Member’s working in the System and the relations between the Operator and the Member, such as:

6.4.1. Poor awareness of the Member’s employees of Rules and Regulations of the System, or their failure to fulfill or improper fulfillment of any requirements and procedures established by the Rules and Regulations of the System that caused the Member’s incurring any additional, excessive, heightened and unplanned obligations towards the other Members and adversely affected the Member’s commercial activity and business reputation in the System.

6.4.2. Negligent keeping of username and password or unauthorized transfer of username and password for accessing the System by an employee assigned to be responsible for the Member’s working in the System to any other persons unauthorized or unqualified to work in the System.

6.4.3. Actions performed in the System on behalf of the Participant by the third persons due to their incompetence and ignorance of the Rules and Regulations of the System (which is a part of the Participant’s obligations), that caused Participant’s incurring of additional, excessive, heightened and unplanned obligations before the other Participants of the System.

6.4.4. Actions performed in the System on behalf of the Member by the third persons, causing altering of the information on the Member themselves, which affected adversely their commercial activity and business reputation as a System Member.

6.5. The Operator shall not be liable to the Member in case the information placed by the Member in the System Database becomes known by any third parties intending to use that to damage the Member’s business due to the fault of the Member or their employees.

7. EVENTS OF FORCE MAJEURE

7.1. The Parties shall not be held liable for the failure to perform, either in part or in whole, of their obligations hereunder, if such failure arose from any force majeure events (such as flood, fire, earthquake or other natural disasters, as well as hostilities, blockade, prohibitive acts by governmental authorities and government regulations, destruction of utility lines and power lines, explosions) occurring after signing of this Agreement, that could not be reasonably foreseen or prevented by the Parties.

7.2. In case any of the foregoing occurs, the Parties shall immediately notify the other Party thereupon in writing. The notification shall specify the nature of the event and contain official documents confirming the occurrence of such circumstances and, where possible, providing an estimation of the extent of their influence on the Party’s ability to perform its obligations hereunder.

7.3. In case a Party fails to notify the other Party thereupon in due time, it shall compensate for the damages incurred by the other Party.

7.4. In case the events specified above and their consequences continue to stay in force for more than two months, the Parties shall further discuss to identify acceptable options to perform this Agreement.

8. CONFIDENTIALITY

8.1. Within the Parties’ relations hereunder, each Party shall maintain a strict confidentiality as to receiving any technology, finance, commercial and any other information from the other Party or the information that has been received or become known when performing this Agreement, and shall take any reasonable measures to protect the received the confidential information from disclosure.

8.2. Transfer of confidential information to the third parties, as well as publishing or other disclosure of such information, including during three years from termination of this Contract, shall be possible only upon consent of the other Party, irrespective of the reasons of termination of this Agreement.

8.3. The System Operator shall have the right to transfer a non-confidential information received from the Member to the Member’s partners (including those bound by a respective agreement with the Member) as well as to the third persons.

8.4. In case a Party discloses the confidential information or the information constituting a counterparty’s trade secret to the third persons, the Party in breach shall indemnify the other Party for the losses incurred.

8.5. The information placed by a Member in the System and accessible to general public shall not be deemed confidential. The liability as to the content of the information displayed in the System, including liability to any third persons, shall rest with the Member being the party placing such information in the System.

8.6. The System Operator is, as provided for by the Federal Law No. 152-FZ “On the Personal Data” of 27.07.2006, the processor of the personal data provided by a Member (or the Member’s users) when registering in the System, as well as in the course of working in the System. The System Operator shall make the necessary arrangements to ensure confidentiality and security of the personal data when processing those.

8.7. A Member, as well as each of the Member’s users, consents to the Operator’s processing of the personal data available in the documents and information provided by the Member by means of the e-platform or by means of a Qualified E-Signature. A Member hereby confirms that they have taken all the required measures to ensure observance of the rights of the persons whose personal data are contained in the documents and the information provided (communicated) in accordance with the System Regulations when submitting a registration request, when editing such documents and information, in the course of the users’ working in the System (including when adding new users to a Member’s Personal Workspace in the System), and that they have all legitimate reasons to place the personal data of the third persons (users) in the System.

9. DURATION OF THE AGREEMENT

9.1. This Agreement shall come into effect at the time of its acceptance (consent with the terms and conditions hereof) by the Member. The Member’s consent with the terms and conditions of this Agreement, as well as any amendments hereto, without any alteration or omissions, shall be expressed by ticking “I accept the terms of this User Agreement” checkbox of the System interface or by signing with E-Signature or as otherwise implemented in the System. This Agreement shall remain in force during an indefinite period upon the effective date.

With regard to the procedure and conditions of concluding this Agreement, the regulations of the Civil Code of the Russian Federation governing the procedure and terms of adhesion contracts (Art. 428 of the Civil Code), an offer and acceptance (Articles 435-444 of the Civil Code) shall apply.

9.2. Where there is a previously concluded agreement between the Operator and the Member, such agreement shall be deemed, until its expiration, an integral part hereof.

10. DISPUTE RESOLUTION

10.1. Any disputes hereunder shall be subject to a mandatory pre-court complaint procedure with claim response period of 10 (ten) business days from submission. In case no agreement is thus reached, such disputes shall be referred to and finally resolved by Moscow Arbitration Court.

10.2. Any claims in relation with the necessity of the Member’s paying for the Operator’s Pricing Plans, shall be presented by the Operator by posting those in the Member’s Personal Workspace.

11. TERMINATION PROCEDURE

11.1. The Operator shall have the right to amend this Agreement, as well as to modify the Pricing Plans, unilaterally. Such amendments shall become binding for the Parties from the time of their publication at www.b2b-center.ru or in the Member’s Personal Workspace.

11.2. The Operator shall have the right to terminate this Agreement unilaterally in case of the Member’s breach of the provisions hereof, except those relating to a Member’s non-payment of invoices payable, namely, of the items covering compliance with the Rules and Regulations being in effect in the System and published at www.b2b-center.ru, as well as the items covering non-disclosure of confidential information.

11.3. The Parties shall have the right to terminate this Agreement at any time unilaterally out of court by a written notification of the other Party at least 5 (five) business days prior to the date of termination of this Agreement.

11.4. A Member shall have the right to terminate the particular supplements hereto, as well as to cancel a selected Pricing Plan, without replacing it with another one, by submitting a respective application to the Operator.

11.5. Once this Agreement is terminated by the Parties, the Operator shall cease provision of the rights to use the System to the Member.