8. REPRESENTATIONS OF CIRCUMSTANCES
8.1. The Contractor warrants that they have the right of ownership of the materials used in the performance of the work, such materials are not under arrest, prohibition, secured and do not have any other encumbrances in favour of third Parties.
8.2. The Contractor warrants that enter into this Agreement does not require the approval of governing bodies of the Contractor or other approvals or to comply with the special order of transactions in accordance with the requirements of the legislation of the Russian Federation and registration/incorporation documents of the Contractor, as this Contract is not for the Contractor transaction outside ordinary business activities.
8.3. The Customer warrants that they have the necessary legal capacity to act and legal capacity for rights to carry out their activities, to conclude and execute this Agreement.
8.4. All information and documents provided by the Parties to each other in connection with the conclusion of this Agreement are reliable. The Parties have not concealed from each other the circumstances that could, if discovered, negatively affect the decision of each of the Parties regarding the conclusion of this Agreement.
8.5. The conclusion of this Agreement does not violate any of the rights and obligations of the Parties to third Parties.
8.6. Neither Party participates in or is connected in any way with any transaction or other obligation under which it is in a situation of non-fulfillment of their obligations, or is obliged to fulfill their obligations ahead of time, or participation in which may negatively affect the ability of the Party to fulfill their obligations under this Agreement, about which the other Party has not been informed.
9. LIABILITY OF THE PARTIES
9.1. For non-performance or improper performance of their obligations set forth in this Agreement, the Parties shall be liable in accordance with the legislation of the Russian Federation and the terms of this Agreement.
9.2. In case of violation by the Contractor of the terms of start and termination of work established by this Agreement, the Customer has the right to demand from the Contractor payment of a penalty in the amount of 0.1% of the work price for each day of delay.
9.3. The risk of accidental death or accidental damage to the result of work before its acceptance by the Customer is borne by the Contractor.
9.4. The amount of the penalty collected by the Customer may not exceed the price of the work, excluding the cost of materials (20 percent of the total cost of the Order).
9.5. The Contractor shall not be liable in case of incorrect choice by the Customer of the characteristics of the Order that is the subject of the Contract; due to improper use of the Order, including loss of consumer qualities due to mechanical damage if the Customer fails to comply with the requirements and recommendations for transportation, washing, cleaning, storage and use of the Order, as well as for incorrect filling out of forms on the Service's website when placing the Order, including: providing the Customer with false information about their contact and personal data, about the composition and characteristics of the Order.
9.6. The compensatory penalty (including fine/late payment interest) under this Agreement is paid only on the basis of a reasonable written request of the Party.
9.7. The Contractor shall not be liable for improper fulfillment of the conditions for delivery of the Order to the Customer by delivery Services and other third parties.
10. FORCE MAJEURE
10.1. The Party is released from liability for partial or complete non-performance of obligations under this Agreement if it proves that proper performance was impossible due to force majeure, i.e. extraordinary, unforeseen and unavoidable circumstances that arose during the implementation of obligations under this Agreement, which could not reasonably have been expected at its conclusion, or avoided or overcome, as well as beyond the control of the Parties to this Agreement.
10.2. Force majeure circumstances include: military actions (declared or actual war), civil unrest, mass diseases (epidemics, pandemics, etc.), strikes, blockades, natural disasters (earthquake, flood, hurricane, etc.), fire, acts of terrorism, sabotage, restrictions on transportation, restrictive measures of states, prohibition of trade operations, including those with individual countries, due to the adoption of international sanctions, as well as the shutdown of data centers located on the territory of the Russian Federation from the global Internet and the block of servers or connections from the supervisory authorities.
10.3. The force majeure does not include, in particular, business risks, such as breach of duties of debtor's counterparties, the absence of necessary Orders on the market needed for execution of liability of Orders, the absence of necessary funds of the debtor, as well as financial and economic crisis, modifications of exchange rate, devaluation of the national currency, the criminal actions of unidentified persons.
10.4. In the event of force majeure circumstances specified in this Chapter, each Party must immediately notify the other Party in writing, including by sending a message by e-mail or any messenger. The notification must contain data on the nature of the circumstances, as well as official documents certifying the existence of these circumstances and, if possible, giving an assessment of their impact on the ability of the Party to fulfill its obligations under this Agreement.
10.5. In cases of force majeure applied in this Chapter, the term of performance of the Party's obligations under this Agreement is postponed in proportion to the time during which these circumstances and their consequences apply, if such a change in the terms is possible and/or appropriate.
10.6. If a Party fails to send or does not promptly send the notice applied in this Chapter, it is obliged to compensate the other Party for the losses incurred by it.
10.7. In case if it is impossible and/or impractical for a Party to change the terms of performance of its obligations under this Agreement, or if the force majeure circumstances and their consequences continue to apply for more than 2 (two) months, the Party has the right to refuse to perform this Agreement with reference to the inability to perform obligations from the Agreement due to force majeure, if additional negotiations to identify acceptable alternative ways of performing this Agreement have not resulted positively. The initiating Party shall notify the other Party of the refusal to perform the obligations from the Agreement within a reasonable time, but on or before 45 (forty-five) calendar days prior to the date of performance of the obligations.
10.8. If a Party refuses to perform this Agreement with reference to the impossibility of its execution due to force majeure, neither Party will have the right to demand compensatory payments from the other Party for possible or existing losses.
11.1. The Parties are obliged to keep confidential all information transmitted to each other both via protected and unprotected channels, regardless of the presence or absence of markings indicating the status of the information will be kept confidential, except when such disclosure has occurred for reasons beyond the Parties' responsibility and with the exception of cases stipulated by the current legislation.
11.2. The disclosure of confidential information under this Agreement means an action or omission of one of the Parties of the Agreement, as a result of which confidential information becomes known to third Parties without the consent of their owner. In this case, the form of disclosure of confidential information to third Parties (oral, written, using technical means, etc.) does not matter.
11.4. In case when confidential information is disclosed to the specified authorities and / or persons, the Party that disclosed it shall notify the owner of the confidential information of the fact of its provision in writing, its content and the body to which it is provided, no later than 2 (two) working days from the date of disclosure.
11.5. Obligations related to compliance with the terms of confidentiality are valid for an unlimited period.
11.6. In case when one Party discloses confidential information received from the other Party, the guilty Party undertakes to compensate for all losses caused by this, including lost profits, within 5 (five) working days after receiving the corresponding written request from the other Party.
12. PROCESSING OF PERSONAL DATA
12.2. When placing an Order, the Customer, in compliance with the requirements of Federal law No.152 from 27.07.2006 "On personal data", provides the Contractor with its consent to the processing of their following personal data:
- last name, first name and patronymic;
for the term of this Agreement plus 10 (ten) years for the following purposes:
12.2.1. use of personal data of Customers who use the Service on their own behalf for the purpose of concluding and executing contracts with the Contractor;
12.2.2. use of personal data of customers who are individuals using the Service on behalf of an individual or legal entity represented by them for the purpose of concluding and executing contracts with the Contractor;
12.2.3. conducting marketing activities related to the conclusion and execution of contracts with the Contractor, including sending advertising and informational messages to the e-mail address and(or) notifying by messages to the mobile phone number; the Parties have agreed to consider this item as the Customer's prior consent to receive advertising in accordance with article 18 of the Federal law of 13.03.2006 No. 38 "On advertising»;
12.2.4. conducting statistical and other research on the use of the Service based on depersonalized data;
12.2.5. compliance with mandatory requirements of the legislation of the Russian Federation.
12.3. Within the framework of the consent granted, the Contractor is granted the right to perform any actions with the Customer's personal data, including, but not limited to: collection, systematization, accumulation, storage, clarification (updating, modification), use, transfer, depersonalization, blocking, destruction, transfer, including cross-border, of personal data to the Contractor's partners, a list of which is provided on the Contractor's website at: hooli-truly.com, as well as performing other necessary actions with personal data in accordance with current legislation.
12.4. Processing of the Customer's personal data is permitted using the following main methods (but not limited to them): storage, recording on electronic media and their storage, drawing up lists, marking.
12.5. Processing of the Customer's personal data under this Agreement is carried out by the Contractor without the use of automation tools, since such actions with personal data as the use, clarification, distribution, destruction of personal data in relation to the Customer are carried out with the direct participation of a person.
12.6. It is allowed to process the Customer's personal data using DPM systems (Data Protection Manager), including those owned by third Parties and provided by the Contractor on the basis of the relevant contract or agreement, providing compliance with measures to protect the confidentiality of personal data.
12.7. Processing of personal data provided by the Customer in the course of using the Service in accordance with the Agreement is carried out on the basis of paragraph 5 of part 1 of article 6 of the Federal law of 27.07.2006 No.152 "On personal data" in connection with the need to conclude and execute this Agreement, to which the Customer is a Party.
12.8. Processing of the Customer's personal data in accordance with this Agreement is carried out without notifying the authorized body for the protection of the rights of personal data subjects processing of personal data in accordance with part 2 of article 22 of the Federal law of 27.07.2006 № 152 "On personal data", since:
12.8.1. processed personal data of the Customer received by the Contractor in connection with the negotiation and execution of a Contract to which the Customer is a Party, while personal information is not distributed and not available to third Parties without the Customer's consent and used by the operator solely for the execution of the Contract and the conclusion of other treaties and agreements with the Customer;
12.8.2. the Customer's personal data received by the Contractor is processed without the use of automation tools, i.e. with the direct participation of a person, in accordance with Federal laws or other regulatory legal acts of the Russian Federation that establish requirements for ensuring the security of personal data during their processing and for observing the rights of personal data subjects.
12.9. This consent to processing of the Customer's personal data applies to any transfer of the Customer's personal data to the Contractor made prior to the provision of this consent.
13. RESOLUTION OF DISPUTES AND CLAIMS
13.1. All disputes and claims are regulated under the provisions of this Agreement, and, if not settled, in the manner prescribed by the current applicable law.
13.2. Any questions, comments and other correspondence of the Customer must be sent to the Contractor by sending an electronic message using the methods provided for it in this Agreement for the exchange of notifications, messages and documents. The Contractor is not responsible and does not guarantee a response to requests, questions, suggestions or other information sent to them in any other way.
13.3. Claims arising in connection with this Agreement are sent by the Parties to each other in the ways specified in this Agreement. The Party receiving the claim undertakes to review the claim within 10 (ten) working days, if necessary, by sending a letter stating its position in any available way, including in accordance with the agreement between the participants of electronic interaction. However, claims of a Party that cannot be identified based on the data provided to it (including anonymous claims) are not considered. If a Party does not agree with the reasons given by the other Party in the response to the claim, the procedure for its settlement is repeated. If it is impossible to resolve the claim through negotiations, the dispute is resolved in court in accordance with this Agreement and current legislation.
13.4. If a written claim is received from the Customer, the Contractor must send a written response within 10 (ten) working days from the date of its receipt.
13.5. The Customer and the Contractor agree that if it is impossible to resolve disputes arising in connection with this Agreement, such disputes shall be resolved by the Parties in the Moscow city court in accordance with the norms of Russian law.