Terms of Business for Vendors

9. Each Party represents and warrants to the other Party that:

(i) entering into the Agreement does not contradict the laws, rules, internal regulations and policies of the relevant Party or court decisions

(ii) the Party has obtained any permits or approval required for executing the Agreement under the applicable law 

(iii) the Party is not insolvent or bankrupt, or in the process of liquidation; its property (in part material to the provision of Services) is not seized; its activities are not suspended

(iv) the person executing the Agreement on behalf of each Party has the legal right and full power and authority to conclude and perform the Agreement, which when executed shall constitute a valid and binding obligation on that Party.

10. The representations and warranties above are essential for each Party in deciding to enter into the Agreement, and each Party shall rely on representations of the other Party. The Party shall be liable to the other Party for damages arising out of the other Party’s false representations.

11. Except as otherwise permitted by the Agreement or required under applicable law, Vendor shall not disclose non-public information related to B1, or their respective business or operations, including, but not limited to information belonging to B1 client or contractor (“B1 Confidential Information”) to any third party. In addition, Vendor shall limit the disclosure of the B1 Confidential Information to those of its personnel who reasonably require access to such data for the purposes of performing Vendor’s obligations under the Agreement. Vendor shall not use any B1 Confidential Information for any purpose other than performing its obligations under the Agreement.

12. The provisions of Section 11 shall survive termination of the Agreement for a period of 7 (seven) years, unless longer period is provided in the Agreement.

13. Subject to the applicable law, B1 may provide information provided by the Vendor to its subcontractors, members, shareholders, directors, officers, partners, principals or employees (the “B1 Persons”) and external service providers of B1 or B1 Persons (“Service Providers”) who may collect, use, transfer, store or otherwise control or process it (collectively “Process”) in various jurisdictions, in which they operate, for purposes related to:

(i) the Services

(ii) complying with regulatory and legal obligations to which an B1 is subject

(iii) conflict checking

(iv) risk management and quality reviews; or for

(v) B1’s internal financial accounting, information technology and other administrative support services (collectively, “Processing Purpose”)

14. Each Party shall be a separate controller of information relating to directly or indirectly identified or identifiable natural persons (hereinafter – “Personal Data”) received from the other Party. The transfer of Personal Data shall not be deemed an instruction to process Personal Data on behalf of the controller unless explicitly stipulated as such by an Annex to the Agreement. The Party transferring Personal data to the other Party ensures and warrants that the transfer is lawful under applicable legislation, as well as that it has notified the subjects of personal data of the processing performed by the receiving Party. Each Party shall ensure confidentiality of Personal Data received from the other Party under the Agreement, comply with requirements for Personal Data processing, and shall implement all required legal, organizational and technical security measures for the purpose of protecting Personal Data from unauthorized or accidental access, destruction, alteration, blocking, copying or dissemination, as well as from any other unlawful action, or procure that such measures are implemented.

15. B1 may process Personal Data received from the Vendor for the Processing Purpose, and carry out actions (operations) with Personal Data envisioned by applicable legislation to the extent necessary to fulfill the Processing Purpose. Vendor is responsible for providing the appropriate legal basis for such processing and shall respond to B1’s substantiated request with documentary evidence confirming the existence of legal basis within five (5) business days of receiving such a request.

16. Vendor may process Personal Data received from B1 solely for the purpose of providing Services. Vendor shall not be entitled to exercise the cross-border transfer of Personal Data to the territory of any foreign states, neither shall it be entitled to copy, transfer or disclose Personal Data to any persons other than its employees engaged in the provision of Services, without prior written consent of B1.

17. Vendor shall maintain records of processing activities performed with Personal Data received from B1, and produce such records at the request of B1. The records of processing must contain, at least, the following:

(i) the purpose of processing

(ii) a description of the categories of data subjects and of the categories of Personal Data processed

(iii) the categories of recipients to whom the personal data is disclosed

(iv) where applicable, the list of countries where cross-border transfers of Personal Data are conducted

(v) duration of Personal Data processing

(vi) a description of the technical and organizational security measures

18. Vendor shall delete all the personal data immediately upon completion of provision of Services, or immediately upon receipt of relevant requirement from B1, and provide the appropriate written evidence thereof.

19. In case of a Personal Data leak or other breach of confidentiality of Personal Data or other information obtained from B1, Vendor shall immediately (within 12 hours) inform B1 of the incident, conduct an internal investigation and inform B1 of its results within 36 hours, and make every effort to mitigate the damage caused. Information describing the incident must contain, at least, the following:

(i) substance of the incident

(ii) potential causes of the violation of Personal Data subject’s rights

(iii) potential harm caused to the rights of Personal Data subjects

(iv) measures taken by Vendor to remediate the adverse consequences of the incident

20. Vendor agrees to cooperate in good faith and reasonably assist B1 in consideration and settlement of any request, complaint, claim or enforcement notice from subjects of Personal Data, their authorized representatives or data protection authorities, where the subject of any such communication is the processing of Personal Data pursuant to the Agreement. To this end, Vendor shall respond within five (5) business days to B1’s substantiated requests, where the subject of such requests is the processing of Personal Data pursuant to the Agreement.

21. Vendor represents, warrants and undertakes, as at the date of the Agreement, that:

(i) entering into this type of agreement is in the ordinary course of the Vendor’s business with customers, similar to B1

(ii) the Services are being offered for purchase at market rates or otherwise in accordance with the Vendor’s internal pricing policies and practices

(iii) the Agreement does not contain terms that are, in the aggregate, more favorable than those being offered by the Vendor to other buyers with similar levels of spending, array of services/products and credit profiles

22. During the term of the Agreement, neither the Vendor (where the Vendor is an individual) nor any of Vendor’s directors, officers, or direct or indirect substantial equity owners or employees of Vendor (where the Vendor is a legal person) and none of the individuals with significant responsibility for providing services to B1 shall be a partner, officer, member of the board of directors, or a direct or indirect substantial equity owner (or otherwise with control), of any audit client of B1. Where Vendor is a legal person, Vendor also agrees to these same restrictions for any of its current or future employees or other individuals that it assigns with significant responsibility to perform activities under this Agreement. For the purposes of this section, a person or entity shall be deemed a "substantial equity owner" of an entity if he/she or it (i) is a general partner in such entity, if such entity is a limited partnership; (ii) holds five percent (5%) or more direct or indirect equity interest in (or the power, by contract or other relationship, to direct the affairs or management of) such entity, if the latter is publicly traded; (iii) holds a twenty percent (20%) or more direct or indirect equity interest in (or the power, by contract or other relationship, to direct the affairs or management of) such entity, if the latter is privately held.

23. Vendor represents and warrants that the subject matter of the Agreement and the financial interest associated with it are immaterial and insignificant to the Vendor. The level of materiality and significance is individual and shall be determined by the Vendor independently.

24. Vendor agrees to advise B1 immediately of any change in fact that could render any of the Vendor’s representations, warranties and undertakings, as set out in Sections 21 to 23 above, false or invalid in any respect during the term of the Agreement. In the event, that any of the Vendor’s representations, warranties and undertakings ceases to be accurate, B1 may terminate the Agreement with immediate effect in accordance with Section 36 (v) below.

25. Vendor shall reaffirm the Independence representations and clauses in each Agreement as of the effective date of such Agreement.

26. Vendor hereby acknowledges and confirms that it has adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban on any corrupt practices and facilitation payments. Vendor in its daily activities conforms with the applicable legislation, as well as policies and procedures developed on its base focused on combating bribery and corruption.

27. Vendor shall ensure that together with its employees, they shall be prohibited to offer or make, or consent to offer or make, any corruption-related payments (cash or valuable gifts) to any persons (including, but not limited to, private individuals, commercial entities and government public officials), and shall not solicit, accept or agree to accept from any person any corruption-related payments (cash or valuable gifts), whether directly or indirectly.

28. Vendor hereby acknowledges and agrees that B1 shall consider the breach of this Anti-corruption warranty as a material breach of the Agreement. In such event, B1 reserves the right to immediately terminate the Agreement with a written notice to the Vendor, and the Vendor shall be liable to B1 for any and all damages and losses caused by such early termination of the Agreement.

29. Vendor further warrants that neither Vendor nor any of the Vendor’s Agents is currently or has been the subject of an investigation by any governmental or regulatory body regarding any offence or alleged offence under the applicable anti-bribery or anti-money laundering legislation, nor is Vendor aware of any instance in which any of the Vendor’s Agents has performed any act that would constitute an offence of foreign or domestic anti-bribery or anti-money laundering legislation. 

30. Vendor shall indemnify B1 for any losses or damages that would arise as a result of Vendor’s breach of any obligation or warranty in this section. B1 shall have the right to monitor and audit compliance of Vendor with its undertakings contained herein.

31. Should any protected intellectual property or any works of authorship protected by copyright (“IP”) be created by Vendor in the course of provision of the Services, B1 shall be deemed as the owner of any such IP. Any costs related to IP are included into the fees under the Agreement. 

32. Vendor shall retain the right to use the IP for their own internal needs on the basis of a non-exclusive license for the entire term of the B1’s intellectual property right. 

33. Vendor represents and warrants that the Services or the transfer/grant of rights associated therewith will not infringe on nor violate any third-party intellectual property rights. 

34. As a consequence, Vendor shall indemnify and hold harmless B1, its partners, agents, and employees from all liability or expense resulting from any claim or complaint lodged against B1 or the B1 Persons by any third party whose IP rights have been infringed on as a result of any action or inaction arising out of the provision of the Services on the part of the Vendor.

35. Unless prohibited by the applicable law, B1 may terminate the Agreement for convenience by written notice to the other Party 10 (ten) business days prior to such termination. B1 shall pay for the Services delivered by Vendor prior to termination, provided that the Services meet the requirements of the Agreement.

36. B1 may terminate the Agreement by written notice without penalty and with immediate effect in the event of: 

(i) submission of a bankruptcy petition against Vendor, or Vendor’s entry into liquidation; or 

(ii) becoming evident that Vendor shall not be able to fulfill its obligations under the Agreement; or 

(iii) breach of Vendor’s obligations under the Agreement; or 

(iv) false representation(s) or warranty(ies) by the Vendor; or 

(v) if B1 believes in good faith that applicable laws, professional obligations, requirements or standards (including those related to independence or conflicts matters) require such termination

37. To the extent legally permitted, Vendor shall provide B1 notice of any Change of Control of Vendor prior to or at the time such Change of Control becomes effective. For purposes of this Agreement, “Change of Control” of Vendor means: 

(i) a merger, acquisition or consolidation of Vendor in which the equity holders of Vendor immediately prior to such transaction would own, in the aggregate, less than 50% of the total combined voting power of all classes of equity of the surviving entity normally entitled to vote for the election of directors (or similar officials) of the surviving entity or 

(ii) the sale by Vendor of all or substantially all of its assets in one transaction or in a series of related transactions

38. Vendor shall not advertise in any way that B1 has entered into the Agreement or about any specific project in the absence of B1’s prior written consent. Unless otherwise specifically permitted in the Agreement, Vendor may not use any trademark, trade name, logo or other marks in which B1 has an interest without B1’s prior written consent. 

39. Vendor shall ensure that invoices fully satisfy the requirements of all applicable legal and tax rules. B1 shall have the right to return any defective invoice for correction. Unless otherwise specified in the Agreement, properly issued invoices shall be paid within 30 business days of their receipt by B1.

40. All payments under the Agreement shall be made on the following days of the week: Tuesday, Thursday (hereinafter - Payment Day). If the deadline for payment falls on a day that is not a Payment Day, or on a Payment Day that is a non-working day in the Russian Federation, the due date for payment under this Agreement shall be extended until the next Payment Day(including this date). Such extension of the payment term shall not be deemed a breach of the payment term set by the Agreement.

41. Invoices under the Agreement may be denominated solely in the following currencies: Russian rubles/ USD / Euro / British pound/ Chinese yuan / UAE dirham/ Turkish lira, in accordance with the currency specified in the Agreement. If it is necessary to issue an invoice in another currency, the Parties must first sign the Addendum hereto. Payments shall be made (as indicated in the invoice and as required under Russian legal regulations) to the bank account indicated in the invoice. Payment shall be made by B1 subject to execution of the Services acceptance act (“SAC”).

42. B1 reserves the right to make payment in the other currency than the one in the invoice. In this case the amount invoiced in Russian rubles/ USD/ Euro/ UK Pounds/ Chinese Yuan/ UAE Dirham/ Turkish lira shall be converted into the currency of payment on the basis of the official exchange rate quoted by the Central Bank of the Russian Federation as at the date of acceptance by the B1 bank of the B1 payment order, or at the exchange rate agreed with the Vendor in writing under the Parties’ signatures.

43. All transfer fees shall be the responsibility of B1. Particularly, B1 shall pay a commission fee charged by the B1's bank (the bank receiving the payment order under the Agreement) for the transfer of payments under the Agreement. Nevertheless B1 is not obliged to pay any commission fee charged for contractual payments transfer by correspondent banks if such fee is charged in addition to that of the B1's bank, and if B1 was not and could not be informed on the necessity or probability of such payment at the moment when the payment order was submitted to the B1's bank. Such commission fees of correspondent banks shall be paid by the Vendor.

44. The Agreement constitutes the entire agreement between the parties as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.

45. Neither party may assign any of its rights, obligations or claims under the Agreement without the other Party’s prior written consent.

46. If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.

47. If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise): (i) these B1 Terms of Business for Vendors, (ii) the main body of Agreement and (iii) other annexes (if any) to this Agreement.

48. The Agreement is governed by the laws of the Russian Federation. Any legal dispute arising under or in relation to the Agreement shall be resolved be the courts of the Russian Federation at the location of B1.