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The Regulations for execution of works on creating a layout with a city plan on the basis of 2GIS City Information Guide, and making maps or booklets on its basis

1. DEFINITIONS AND TERMS

For the purposes of the present document, the hereinafter contained terms are used in the following meaning:

2GIS City Information Guide — a software application that combines a database of city organizations and a digital plan (map) of a particular city;

Agreement — the agreement between the Customer and the Contractor on execution of works on creating a layout with a city plan on the basis of the 2GIS City Information Guide, and making maps or booklets on its basis, which is concluded and executed in the manner prescribed by these Regulations;

Customer — a person who is a consumer of the Works under the terms and conditions of these Regulations (according to the concluded Agreement), or intends to become the specified person (is at the stage of concluding the Agreement);

Contractor — 2GIS LIMITED, a legal entity registered under the laws of the Republic of Cyprus, having its registered address at: 27 Evagorou A, office 11, 1066, Nicosia, Cyprus;

Layout  electronic layout with a plan or a fragment of the city plan on the basis of the 2GIS City Information Guide.

City plan – electronic map that includes geo-information data on geographical objects and settlements within the territory limited by certain geographic coordinates.

Products  printed products made on the basis of the Layout:

Map — a plan or a fragment of the city plan from the 2GIS City Information Guide, printed on paper;

Booklet — a folded map with a hard cover containing a plan or a fragment of the city plan on the basis of the 2GIS City Information Guide and modules with informational materials of the Customer.

Works — the works of the Contractor on the creation of the Layout, and the production of cards or booklets on its basis, performed under a separate Agreement in accordance with the terms and conditions of these Regulations.

Web site — Internet site hosted on the Internet at 2gis.ru domain, and (or) controlled by it;

Parties — The Customer and the Contractor under the Agreement concluded in accordance with these Regulations;

Invoice — a document signed by the Contractor and paid by the Customer, which indicates the essential terms and conditions of the Agreements concluded in accordance with these Regulations, including the name of the Products, requirements for the Layout and the Products, the period of execution and the cost of the Works, as well as other necessary conditions of a specific Agreement.

2. SUBJECT AND PROCEDURE FOR CONCLUSION OF THE AGREEMENT

2.1. The subject of the Agreement is the execution of works on the creation of an electronic layout with a plan or a fragment of the city plan on the basis of the 2GIS City Information Guide, and making maps or booklets on its basis.

2.2. All informational materials specified in the 2GIS City Information Guide are provided by third parties or obtained from public sources. The Contractor shall use all reasonable endeavours to ensure that the information specified in the 2GIS City Information Guide is accurate, but the Contractor neither provides additional guarantees, nor expresses any assurances that the results obtained with its help will be accurate and will meet the expectations of the Customer.

2.3. The city plan of the 2GIS City Information Guide is created on the basis of the amount of information specified in the 2GIS City Information Guide as of the date the Contractor receives a corresponding application from the Customer.

2.4. The name of the Products, the requirements for the Layout and the Products (paper, printing, size, and circulation), the deadline, and cost of the Works are indicated in the corresponding Invoice-offer.

2.5. Payment of the Invoice-offer by the Customer confirms the familiarization and unreserved acceptance of these Regulations by the Customer, and creates an Agreement between the Customer and the Contractor on the terms and conditions of the Invoice-offer and these Regulations.

2.6. The term of the Agreement corresponds to the period from the date of full payment of the Invoice-offer by the Customer until the Parties perform their obligations under the Agreement completely.

2.7. The Parties may conclude an unlimited number of Agreements on the basis of these Regulations, including in complete accord period of validity or in partial one.

3. PROCEDURE FOR THE PROVISION OF SERVICES

3.1. To order the Products, the Customer shall send an application to the Contractor in electronic form (via e-mail). All applications must be sent by the Customer at the address: content@2gis.com.cy.

3.2. Each application of the Customer should contain the following data:

3.2.1. name of the Product: a map or a booklet;
3.2.2. city (part of the city), the plan of which the Customer wants to order;
3.2.3. the objects that the Customer wants to depict on the city plan;
3.2.4. the requirements for the Product: paper, printing, size, circulation;
3.2.5. the Customer’s contact information (in particular, full name of the Customer’s legal entity, e-mail address, telephone number, point of contact). Therewith, the Customer gives a written consent (and guarantees the receipt of the written consent from its point of contact) for processing of its personal data in the manner provided for by paragraph 12.4 of these Regulations.

3.3. Within 3 (three) working days from the moment of receipt of the application from the Customer, the Contractor considers such application and contacts the Customer to clarify the conditions for the execution of the Works required for preparing the corresponding Invoice-offer.

3.4. In case of ordering the booklets, the Customer provides the Contractor with informational (text, graphic) materials to be included in the Layout, and coordinates the general appearance and arrangement of the materials via e-mail prior to issuing the Invoice-offer by the Contractor.

3.5. The Contractor issues the Invoice-offer after all the requirements for the Products are coordinated with the Customer, and in the case of booklets ordering, after the Customer has confirmed the general appearance and arrangement of materials.

3.6. The Works shall be executed, and the Products shall be shipped to the Customer within the specified in the corresponding Invoice-offer time limit.

3.7. The address for the Products shipping is specified in the corresponding Invoice-offer.

3.8. Obligations of the Contractor for the production and shipment of the Products shall be deemed fulfilled from the date of delivery of the Products to the first carrier, or organization of communication for delivery to the Customer.

4. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

4.1. The Contractor undertakes to:
4.1.1. execute the Works and ship the Products to the Customer in accordance with the conditions stipulated in the corresponding Invoice-offer;
4.1.2. inform the Customer with the progress of the Works at the first request.

4.2. The Contractor has the right to:
4.2.1. not proceed with the execution of the Works until the corresponding Invoice-offer is fully paid by the Customer;
4.2.2. involve third parties in order to perform its obligations hereunder;
4.2.3. place data concerning the Contractor’s rights on the Products transferred to the Customer, namely: “Copyright © [year] 2GIS”, as well as the Contractor’s logo;
4.2.4. use the Layout created in accordance with the Agreement as an example in portfolios, presentations, commercial offers, and other materials in order to advertise the services and works of the Contractor;
4.2.5. send notifications about ongoing promotions, discounts, new offers of the Contractor to the Customer via e-mail. By concluding the Agreement, the Customer signifies its consent to receive such notifications from the Contractor, which is valid throughout the term of Agreement, and for 5 (five) years after its termination.

5. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

5.1. The Customer undertakes to:
5.1.1. pay for the executed Works of the Contractor in the manner prescribed by the Invoice-offer and these Regulations;
5.1.2. ensure the accuracy of the data contained in the informational materials provided by the Customer, and their compliance with the requirements of the legislation and these Regulations;
5.1.3. not use the Layout created by the Contractor, and not grant the right to use it to any third parties.

5.2. The Customer has the right to:
5.2.1. get acquainted with the progress and quality of the Works performed by the Contractor without interfering with his activities.

6. PROCEDURE FOR ACCEPTANCE OF WORKS

6.1. The Result of the Works shall be the Products agreed by the Parties in the Invoice-offer.

7. COST OF WORKS AND PAYMENT PROCEDURE

7.1. The cost of the Works is specified in the corresponding Invoice-offer.

7.2. The Customer shall pay for the Works according to the corresponding  Invoice-offer by making a 100% prepayment within 5 (five) bank days from the date of issuing of the Invoice-offer by the Contractor on the basis of a scanned copy of the Invoice-offer received by the Customer via e-mail.

The Contractor has the right to change the cost of the Works specified in the corresponding Invoice-offer unilaterally, if at the moment of the Contractor’s official approval of a new price list (new cost of Works) the Customer did not pay for the Works according to such Invoice-offer within the period specified herein.

7.3. The date of payment for the Works shall be the date of receipt of funds in the corresponding amount to the Contractor’s current account.

8. RESPONSIBILITY OF THE PARTIES

8.1. In case of non-performance or improper performance of obligations under the Agreement the Parties shall be liable in accordance with the current legislation of the Republic of Cyprus and the provisions of these Regulations.

8.2. The Customer warrants to the Contractor that the informational materials provided by the Customer for the production of the Layout and the Products comply with the standards of advertising, or other legislation; that the use of the informational materials provided by the Customer under the Agreement by the Contractor does not violate any proprietary or personal non-proprietary rights of third parties, including, without limitation, copyright and related rights, trademark rights, rights to service marks and geographical indications, industrial design rights, rights to use images of people, whether living or diseased, etc.; that the Customer has obtained the necessary permissions (the relevant agreements have been concluded).

8.3. The Customer undertakes to assist the Contractor in settling any claims and (or) lawsuits, and (or) enforcement of orders of the competent authorities towards the Contractor regarding the violation of the rights of third parties and (or) current legislation as a result of the use by the Contractor of the informational materials provided by the Customer under the Agreement, or in connection with the use of such materials, as well as compensate all the losses at the request of the Contractor inflicted in connection with such claims, lawsuits, orders of competent authorities, including, without limitation, damages in the form of fines imposed by competent state authorities for violation of the current legislation as a result of use of information materials provided by the Customer.

9. CIRCUMSTANCES OF INSUPERABLE FORCE (FORCE MAJEURE)

9.1. The Parties shall be exempt from liability for partial or complete non-performance of obligations under the Agreement in case it results from circumstances of insuperable force (force majeure) that occurred after conclusion of the Agreement, which the Party could neither foresee nor prevent by reasonable measures.

9.2. Force majeure circumstances include: flood, fire, earthquake and other natural phenomena, war, military actions, acts or actions of state bodies, as well as any other circumstances beyond the reasonable control of the Parties.

9.3. The Parties shall inform each other about the occurrence of force majeure circumstances no later than 3 (three) days after the occurrence of such circumstances, unless they have been publicly available to both Parties. Untimely notification deprives the Party of the right to refer to these circumstances until the moment of notification.

9.4. The occurrence of force majeure circumstances causes extension of the term of the Agreement for the period of their duration.

9.5. If force majeure circumstances continue for more than 3 (three) months in a row, any of the Parties shall have the right to terminate the Agreement with prior settlement of all controversial issues. In this case, the Parties shall create a committee consisting of an equal number of authorized representatives of both Parties to review financial arrangements.

10. ALTERATION AND TERMINATION OF THE AGREEMENT

10.1. The Agreement comes into force from the moment of full payment by the Customer of the cost of the Works indicated in the corresponding Invoice-offer.

In case of ordering the booklets, the Agreement applies to the relations of the Parties in providing the Customer with informational materials and agreeing on the general appearance and arrangement of materials.

10.2. The Agreement can be altered:
10.2.1. by mutual consent of the Parties (by execution of the relevant agreement);
10.2.2. by the Contractor, when it is explicitly provided for by these Regulations. In case of disagreement with the proposed amendments, the Customer shall have the right to refuse to fulfill the Agreement by notifying the Contractor in the manner provided for by clause 10.3.3. of these Regulations.

10.3. Premature termination of the Agreement is possible:
10.3.1. by mutual consent of the Parties;
10.3.2. by the Contractor’s unilateral refusal to execute it in case the Customer violates its obligations or warranties established by these Regulations and (or) the Agreement. Notification of unilateral refusal to execute the Agreement shall be sent to the Customer in writing no later than 3 (three) business days prior to the expected date of termination of the Agreement;
10.3.3. by either Party’s unilateral refusal to execute it, upon giving the other Party a written notification at least 30 (thirty) days prior to the expected date of termination of the Agreement. Herewith, the Customer is obliged to pay in full for the Works executed by the time of termination of the Agreement, and the Contractor is obliged to return to the Customer the amount of the advance payment paid in excess of the cost of the Works actually completed by the Contractor on the date of termination of the Agreement;
10.3.4. on other grounds stipulated by the current legislation.

10.4. Settlements between the Parties shall be carried out no later than within 30 (thirty) calendar days from the date of termination of the relevant Agreement.

10.5. In case of unilateral refusal to execute the Agreement, the latter shall be considered to have ceased completely or in the relevant part from the time specified in the notification of refusal, subject to the deadlines for the corresponding notification provided for by these Regulations.

10.6. The obligations of the Parties under the Agreement, which by their nature shall remain valid (including, without limitations, obligations in respect to warranties, agreements, settlements), shall remain in force and effect after expiration of the Agreement until complete performance of such obligations.

11. DURATION, ALTERATION, AND TERMINATION OF THE REGULATIONS

11.1. The present Regulations shall come into force from the date of posting on the Website and remain valid until their revocation and (or) amendment by the Contractor.

11.2. The present Regulations may be altered and / or revoked at any time. Information on the amendment or revocation of these Regulations is brought to the notice of the Customer by posting a new edition of these Regulations on the Website (or a notice of the revocation of these Regulations).

11.3. In case of revocation of these Regulations or their alteration, the latter shall come into force from the date of posting a new edition of these Regulations on the Website, unless a different date for their entry into force is defined by the Regulations.

12. FINAL PROVISIONS

12.1. The Agreement, its conclusion and execution is governed by the laws of the Russian Federation.

12.2. Disputes under these Regulations and (or) the Agreement shall be considered in court at the location of the Contractor.

12.3. Unless otherwise provided for by these Regulations, all notifications and other documents under the Agreement should be sent to the addresses specified in the corresponding Invoice-offer.

12.4. By sending an application in the manner provided for in clause 3.1 of these Regulations, the Customer freely, willfully, and for its own benefit consents in writing (and warrants obtaining the written consent of his employees and representatives) to processing of any personal data specified in the application or otherwise provided, including any action (transaction) or set of actions (transactions) executed with or without the use of automation devices on personal data, including collection, recording, systematization, accumulation, storage, refinement (update, alteration), retrieval, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data in order to fulfill the present Agreement.  The consent of the Customer includes, among other things, the consent to that in case of non-performance or improper performance of obligations by the Customer, the Contractor is entitled to transfer personal data to any third parties to recover the debt from the Customer, as well as contractual penalty, legitimate interest, damages, interest for the use of funds of third parties and other funds regardless of the type of agreement concluded with such third parties. The consent of the Customer is valid within the term of the Agreement and for 5 (five) years after its termination. The consent may be revoked by the Customer by sending a corresponding written application to the Contractor.

12.5. The Parties have agreed to consider electronic correspondence (including the transfer by the Customer of information materials and the coordination of the general appearance and arrangement of materials) carried out between the Parties at the e-mail addresses specified in the Invoice-offer, official and mandatory for the Parties, and take it into account when dealing with possible claims, disputes arising from the execution of the Agreement or in connection with its execution. The Parties have agreed to consider such correspondence, as well as any documents received via electronic means of communication, appropriate and valid evidence in the event of any disputes. Herewith, the presence of an electronic digital signature on the above mentioned documents is not a prerequisite for the recognition of such documents.

12.6. In case any provision of these Regulations is deemed invalid, the legality and validity of its remaining provisions shall not be affected.

12.7. The current version of these Regulations is posted on the Website on the Internet at the address: http://law.2gis.com.cy/map-rules/.