Barzha.com Agency agreement
Updated 18.12.2024
This document is an offer of TELEGRAM SG PTE. LTD (hereinafter referred to as the Agent) and contains all material terms and conditions of the agency agreement.
(a) The original of this Offer is in the possession of the Agent. The Internet address of the Offer is https://barzha.com/oferta (hereinafter referred to as the Offer Address). The legal entity, individual entrepreneur or natural person (without the status of an individual entrepreneur) accepting the Offer is the “Principal”. The Agent and the Principal are hereinafter jointly referred to as the “Parties”.
Taking into account that the Agent is the developer of the Barzha.com platform - a marketplace for Telegram advertising, the Parties enter into an agency agreement (hereinafter - the Agreement) by accepting this Offer.
In connection with the above, please read the text of this Offer carefully and if you do not agree with any clause of the Offer, the Agent offers you to refuse to use the services
1. ACCEPTANCE OF THE OFFER. TERM OF THE AGREEMENT AND THE PROCEDURE FOR ITS TERMINATION
1.1 The Parties recognize as an essential condition of the Agreement the condition that the Principal provides accurate information when going through the registration procedure and creating an account on the website https://barzha.com/.
1.2 Acceptance of this Offer by the Principal and conclusion of the Agreement is the creation of an account on the website Barzha.com and confirmation of acceptance of the terms of the Offer.
1.3 The Agent reserves the right to modify this Offer in any way and to establish new or additional rules, policies or terms and conditions with respect to the Barzha.com service from time to time. The Principal shall be solely responsible for familiarizing himself/herself with this Offer on a regular basis.
1.5 The Agreement shall become effective upon acceptance of this Offer by the Principal and shall be valid:
1.5.1. with the exceptions provided for in paragraphs 1.5.2.-1.5.3. of the Offer, indefinitely;
1.5.2. until the terms of the Offer are changed and the Principal accepts the Offer in a new version;
1.5.3. until the Agreement is terminated on any grounds.
1.6 In case of change in the wording of the Offer, the Contract in the wording in force at the moment of acceptance shall be terminated from the moment of placement of the Offer in the new wording. At the same time, in respect of the services, the rendering of which has been started before the moment of the change of the Offer, the Agreement shall continue to be in force in the wording in which it was in force at the moment of agreement by the Parties/beginning of rendering the services, except for the cases if it will be contrary to the current legislation and/or will become impossible due to changes in the legislation or due to changes in the functionality of the Service.
1.7 After posting the Offer in a new version at the Offer Address, if the Principal does not accept the new version of the Offer, the Principal shall notify the Agent thereof and shall not make any money transfers under the new Offer and shall not order services.
1.8 Either Party shall be entitled to terminate the Agreement unilaterally by giving prior written notice to the other Party at least 20 (Twenty) calendar days prior to the proposed date of termination.
1.9 In case of termination of the Contract, the Parties shall not be released from fulfillment of the obligations under the Contract arising during its validity.
2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
2.1 By accepting the Offer, the Principal represents and warrants to the Agent that:
2.1.1 The Principal has fully familiarized itself with the terms and conditions of the Offer;
2.1.2 The Principal fully understands the subject matter of the Offer and the Agreement and does not require any other services from the Agent other than those specified in the subject matter of the Offer;
2.1.3 The Principal fully understands the meaning and consequences of its actions in relation to the conclusion and execution of the Contract;
2.1.4 The Principal (or the Principal's client, if the Principal's client is the ultimate advertiser) shall have all documentation required under the laws of the Republic of Singapore in relation to the subject matter of the advertisement and the resources to fulfill its obligations under the law in relation to the advertisement to be placed;
2.2 The Agent represents that it has all rights to use the Service for the purposes set out in this Offer and to provide access to the Service to the Principal in accordance with this Offer, these rights do not infringe copyright and other rights of third parties.
2.3 The Parties warrant that they have the necessary legal capacity to enter into the Agreement.
3. PROPERTY
3.1 The Principal entrusts the Agent, and the Agent undertakes for remuneration to perform legal and other actions on its own behalf but at the expense of the Principal, namely: using Barzha.com - a Telegram advertising marketplace of the Agent's own development, to search for and engage Contractors to provide services to the Principal, to conclude service agreements (SAs) with the Contractors in the Principal's interests via the Service, to support the SAs via the Service, including settlements with the Contractors and documenting transactions.
3.2 The Agent shall provide the Principal with access to the Barzha.com Service (hereinafter - Access to the Service) for the period of validity of the Agreement on the terms of a simple non-exclusive license to use the functionality of the Service for the purpose of performance of the Agreement, including:
For the purposes of the Principal's interaction with the Agent and the Principal's performance/compliance with the terms and conditions of the Agreement;
For the purposes of the Principal's interaction with the Contractors with whom the Agent has entered into a DOU, including in relation to the placement of advertising and informational materials provided by the Principal in the Telegram Messenger.
The license to Access the Service for the purposes specified in this clause shall be granted without any additional fee. The license condition may be changed with notice to the Principal at least 15 (fifteen) calendar days prior to such changes.
3.3 The scope of services for the purposes of the DPO shall be agreed upon in the order placed via the Service (hereinafter and earlier referred to as the Order).
4. TERMS AND DEFINITIONS
4.1. Barzha.com (hereinafter Service) - a Telegram advertising marketplace of Agent's own development, allowing to place advertising or informational materials in Telegram Messenger, as well as to receive analytical and statistical information and forecasts on planned/produced placements.
4.2. Telegram Messenger (Telegram) - an application for instant exchange of text, graphic, audio and video messages, with the function of making calls, access to which is provided via telecommunication telecommunication networks.
4.3. Telegram Channel - for the purposes of the Agreement - a channel in the Telegram messenger, administered by the Contractor.
4.4. Contractor - a person providing services to the Principal under the service provision agreement (SPA) concluded between the Agent and the Contractor in the interests of the Principal, the owner/administrator of the channel in the Telegram messenger.
4.5 The Customer - the Principal - a legal entity, an individual entrepreneur or an individual without the status of an individual entrepreneur, who are the actual customers of the Executors' services.
4.6. DOU - a service contract concluded by the Agent with the Contractor in the interests of the Principal within the framework of the Contract execution, concluded by accepting this Offer.
4.7. Advertising Campaign - a set of actions on placement of advertising, informational materials within the framework of the Contract.
4.8. Advertiser - for the purposes of the Agreement, the Principal and/or the Principal's client (ultimate Advertiser).
4.9 The Principal's Personal Account - a part of the Service, access to which is granted exclusively to the Principal by its login and password. Through the Personal Account the Principal and the Agent interact within the framework of the Agreement.
4.10. Login, password - unique sets of symbols (numbers, letters, signs) specified by the Principal when registering at https://barzha.com/. The Principal's login shall be the Principal's e-mail address or telephone number, which shall be entered once during registration and shall not be changed thereafter. The Principal's password may be changed by the Principal. The procedure for changing the Principal's password shall be performed in the Service interface in accordance with the technical features of the Service interface.
4.11. Balance - information in the Principal's Personal Area about the volume of services available to the Principal within the framework of the use of the Service. 4.11. Balance - information in the Principal's Personal Area about the volume of services available to the Principal within the framework of the use of the Service.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1 The Agent is obliged to:
5.1.1 Ensure the normal functioning of the Service.
5.1.2 Provide the Principal with access to the Barzha.com Service and provide technical assistance in the Principal's interaction with the Contractors via the Service within the framework of the execution of the Order.
5.1.3 Execute the Principal's Order, subject to the Principal's payment of monetary funds towards the execution of the Order in accordance with Section 6 of this Offer.
5.1.4 Ensure the availability of statistical information on the use of the Service by the Principal in the Principal's Personal Office.
5.2 The Agent shall be entitled to:
5.2.1 Suspend the execution of the Order in case of a zero value on the Principal's Balance.
5.2.2 Refuse to execute an Order to the Principal when such execution is impossible due to technical or other natural reasons, as well as if the Principal has provided insufficient or incorrect data required for the performance of obligations under the Contract and/or under the DMA.
5.2.3 Refuse to execute the assignment to the Principal if the Principal provides advertising and/or informational materials for the purposes of providing services that do not comply with the ethical, political and thematic principles of the Service.
5.2.4 Notify the Principal via the Principal's Personal Account, as well as by indicating information in the rules of use of the Service about changes in the terms and conditions of the provision of services.
5.3 The Principal undertakes:
5.3.1 Prior to making an acceptance of the Offer, carefully familiarize with all its terms and conditions. During the term of the Agreement independently monitor changes in the Offer posted by the Agent on the Service's website.
*These rules apply to the terms of this Offer to the extent not inconsistent with the Offer.
5.3.2. independently determine and, using the Service, provide the Agent with the materials and information required in the course of the Agent's Order execution, including information, advertising materials that are the subject of the Advertising Campaign, the website address of the Principal or the ultimate advertiser, if it is not the Principal.
5.3.3 Ensure that the materials provided by the Principal for the purposes of execution of the Assignment and, in particular, the DMA, are in compliance with the laws of the Republic of Singapore and other applicable laws.
5.3.5 Ensure the availability of licenses for the advertised activities and certificates of conformity of the object of the Advertising Campaign, if required by law; as well as documentation confirming that the Principal lawfully uses the intellectual property objects included in the materials provided by the Principal and the legality of advertising of these objects of advertising, and, if requested by the Agent, provide the said confirmations within one day of receipt of the request via the Principal's Personal Account or by e-mail.
5.3.6. At its own cost and expense, resolve all disputes and settle all claims and lawsuits of third parties, orders and demands of authorized supervisory authorities received for reasons attributable to the Principal (including as a result of the use of advertising and information materials provided by the Principal, including intellectual property objects), both to the Agent and third parties, including Contractors, in connection with the performance of the assignment/service to the Principal, and, in addition, reimburse all losses and expenses incurred by the Agent in connection with such claims.
5.4 The Principal shall be entitled to:
5.4.1 Verify the performance of the Agreement without interfering with the Agent's activities by reviewing the data in the Principal's Personal Office on the Service.
5.4.2. exercise other rights directly provided for in the Agreement.
6. AGENCY FEE. COST OF SERVICES. SETTLEMENT PROCEDURE
6.1 All settlements under the Agreement are made in US dollars.
6.2 The order of the Contractors' services is made by selecting the services in the catalog posted on the Service. The catalog is placed on the website of the Service at the address: https://app.barzha.com/.
6.3 The catalog contains the Order Price.
The Order Price is the amount/value specified in the Order, which includes the agency fee and the cost of the Contractors' services on the DPO.
6.4 The cost of the Contractor's services is agreed with the Contractor in US dollars
6.5 The cost of the Executor's services depends on the format of advertising, as well as other parameters of advertising/information materials placement. The cost of the Executor's services is agreed upon at the moment of Order placement via the Service and is fixed in the Agent's reports.
6.6 The amount of the Agent's remuneration and the cost of the Executors' services are not subject to unilateral change.
6.7 The Principal shall pay the funds for the purpose of execution of the Order in advance.
6.8 Upon reaching zero on the Balance Sheet, the execution of the Assignment shall be suspended. At the same time, the Principal may retain limited access to the Service, without the possibility to use the Service for receiving the Agent's services and ordering the services of the Executors.
6.9 The Parties hereby agree that upon acceptance of the Offer in a new version, the unspent monetary funds deposited by the Principal under the Contract concluded by acceptance of the Offer in the previous version shall be transferred to the Contract concluded by acceptance of the Offer in a new version. No additional letter from the Principal shall be required for such transfer.
7. INTELLECTUAL PROPERTY
7.1 Unless otherwise provided for in the Order, if the Contractor creates intellectual property objects within the framework of the provision of services under the POU, the exclusive rights to the said objects shall be transferred to the Principal in full in accordance with the concluded POU.
8. LIABILITY OF THE PARTIES AND LIMITATION OF LIABILITY
8.1 The Principal and the Agent shall in the performance of the Contract be liable in accordance with the applicable laws of the Republic of Singapore.
8.2 In no event shall the Agent be liable under the Contract for:
8.2.1. any acts/ omissions resulting directly or indirectly from the acts/ omissions of the Principal;
8.2.2. any indirect losses and/or lost profits of the Principal and/or third parties regardless of whether the Agent could have foreseen the possibility of such losses or not;
8.2.3. the content of the materials provided by the Principal for posting;
8.2.4. for the safety of the Principal's login and password when using the Service.
8.3 The Principal shall be fully liable for breach of legal requirements, including full liability for the content and form of the materials provided and posted by the Principal.
8.4 The Agent's aggregate liability for any claim in respect of the Agreement shall be limited to the amount of the Agency Fee for the last Service Period preceding the time of receipt of the claim by the Agent for which the Agent was owed the Agency Fee.
9. DISPUTE RESOLUTION PROCEDURE. APPLICABLE LAW
9.1 When settling disputes arising from the Contract or in connection with its fulfillment, compliance with the claim procedure is obligatory. The term of response to the claim is 30 (Thirty) calendar days from the moment of its receipt. If the dispute is not settled by the claim procedure and/or no response to the claim is received within the established term, the dispute shall be considered by the Singapore International Arbitration Center (SIAC)
9.2 All rights and obligations of the Parties arising from the performance of the Contract shall be governed by the laws of the Republic of Singapore and shall be interpreted in accordance therewith.
10. FORCE MAJEURE.
10.1 The Parties shall be released from liability for partial or full non-fulfillment of obligations under the Contract, if this non-fulfillment was a consequence of force majeure (force majeure), namely, circumstances (fire, flood, earthquake, presence or absence of legislative regulations, wars, terrorist acts, etc.), which occurred after the conclusion of the Contract as a result of unforeseeable and unavoidable events of extraordinary nature, directly affecting the fulfillment of the Contract. In case of force majeure, the terms of fulfillment of obligations established by the Offer shall be commensurately postponed for the duration of these circumstances and their consequences.
10.2 The Party, for which it became impossible to fulfill its obligations due to force majeure, shall immediately notify the other Party of the beginning of the circumstances preventing the fulfillment of the Agreement.
10.3 If due to force majeure circumstances the term of fulfillment of obligations will increase by 6 months or more, each of the Parties shall have the right to terminate the Contract without reimbursement to the other Party of any related costs and (or) losses.
11. AGENT DETAILS
TELEGRAM SG PTE. LTD.
UEN: 202314686W
Registered Address:
195 PEARL'S HILL TERRACE
#03-38A, SINGAPORE (168976)
(a) The original of this Offer is in the possession of the Agent. The Internet address of the Offer is https://barzha.com/oferta (hereinafter referred to as the Offer Address). The legal entity, individual entrepreneur or natural person (without the status of an individual entrepreneur) accepting the Offer is the “Principal”. The Agent and the Principal are hereinafter jointly referred to as the “Parties”.
Taking into account that the Agent is the developer of the Barzha.com platform - a marketplace for Telegram advertising, the Parties enter into an agency agreement (hereinafter - the Agreement) by accepting this Offer.
In connection with the above, please read the text of this Offer carefully and if you do not agree with any clause of the Offer, the Agent offers you to refuse to use the services
1. ACCEPTANCE OF THE OFFER. TERM OF THE AGREEMENT AND THE PROCEDURE FOR ITS TERMINATION
1.1 The Parties recognize as an essential condition of the Agreement the condition that the Principal provides accurate information when going through the registration procedure and creating an account on the website https://barzha.com/.
1.2 Acceptance of this Offer by the Principal and conclusion of the Agreement is the creation of an account on the website Barzha.com and confirmation of acceptance of the terms of the Offer.
1.3 The Agent reserves the right to modify this Offer in any way and to establish new or additional rules, policies or terms and conditions with respect to the Barzha.com service from time to time. The Principal shall be solely responsible for familiarizing himself/herself with this Offer on a regular basis.
1.5 The Agreement shall become effective upon acceptance of this Offer by the Principal and shall be valid:
1.5.1. with the exceptions provided for in paragraphs 1.5.2.-1.5.3. of the Offer, indefinitely;
1.5.2. until the terms of the Offer are changed and the Principal accepts the Offer in a new version;
1.5.3. until the Agreement is terminated on any grounds.
1.6 In case of change in the wording of the Offer, the Contract in the wording in force at the moment of acceptance shall be terminated from the moment of placement of the Offer in the new wording. At the same time, in respect of the services, the rendering of which has been started before the moment of the change of the Offer, the Agreement shall continue to be in force in the wording in which it was in force at the moment of agreement by the Parties/beginning of rendering the services, except for the cases if it will be contrary to the current legislation and/or will become impossible due to changes in the legislation or due to changes in the functionality of the Service.
1.7 After posting the Offer in a new version at the Offer Address, if the Principal does not accept the new version of the Offer, the Principal shall notify the Agent thereof and shall not make any money transfers under the new Offer and shall not order services.
1.8 Either Party shall be entitled to terminate the Agreement unilaterally by giving prior written notice to the other Party at least 20 (Twenty) calendar days prior to the proposed date of termination.
1.9 In case of termination of the Contract, the Parties shall not be released from fulfillment of the obligations under the Contract arising during its validity.
2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
2.1 By accepting the Offer, the Principal represents and warrants to the Agent that:
2.1.1 The Principal has fully familiarized itself with the terms and conditions of the Offer;
2.1.2 The Principal fully understands the subject matter of the Offer and the Agreement and does not require any other services from the Agent other than those specified in the subject matter of the Offer;
2.1.3 The Principal fully understands the meaning and consequences of its actions in relation to the conclusion and execution of the Contract;
2.1.4 The Principal (or the Principal's client, if the Principal's client is the ultimate advertiser) shall have all documentation required under the laws of the Republic of Singapore in relation to the subject matter of the advertisement and the resources to fulfill its obligations under the law in relation to the advertisement to be placed;
2.2 The Agent represents that it has all rights to use the Service for the purposes set out in this Offer and to provide access to the Service to the Principal in accordance with this Offer, these rights do not infringe copyright and other rights of third parties.
2.3 The Parties warrant that they have the necessary legal capacity to enter into the Agreement.
3. PROPERTY
3.1 The Principal entrusts the Agent, and the Agent undertakes for remuneration to perform legal and other actions on its own behalf but at the expense of the Principal, namely: using Barzha.com - a Telegram advertising marketplace of the Agent's own development, to search for and engage Contractors to provide services to the Principal, to conclude service agreements (SAs) with the Contractors in the Principal's interests via the Service, to support the SAs via the Service, including settlements with the Contractors and documenting transactions.
3.2 The Agent shall provide the Principal with access to the Barzha.com Service (hereinafter - Access to the Service) for the period of validity of the Agreement on the terms of a simple non-exclusive license to use the functionality of the Service for the purpose of performance of the Agreement, including:
For the purposes of the Principal's interaction with the Agent and the Principal's performance/compliance with the terms and conditions of the Agreement;
For the purposes of the Principal's interaction with the Contractors with whom the Agent has entered into a DOU, including in relation to the placement of advertising and informational materials provided by the Principal in the Telegram Messenger.
The license to Access the Service for the purposes specified in this clause shall be granted without any additional fee. The license condition may be changed with notice to the Principal at least 15 (fifteen) calendar days prior to such changes.
3.3 The scope of services for the purposes of the DPO shall be agreed upon in the order placed via the Service (hereinafter and earlier referred to as the Order).
4. TERMS AND DEFINITIONS
4.1. Barzha.com (hereinafter Service) - a Telegram advertising marketplace of Agent's own development, allowing to place advertising or informational materials in Telegram Messenger, as well as to receive analytical and statistical information and forecasts on planned/produced placements.
4.2. Telegram Messenger (Telegram) - an application for instant exchange of text, graphic, audio and video messages, with the function of making calls, access to which is provided via telecommunication telecommunication networks.
4.3. Telegram Channel - for the purposes of the Agreement - a channel in the Telegram messenger, administered by the Contractor.
4.4. Contractor - a person providing services to the Principal under the service provision agreement (SPA) concluded between the Agent and the Contractor in the interests of the Principal, the owner/administrator of the channel in the Telegram messenger.
4.5 The Customer - the Principal - a legal entity, an individual entrepreneur or an individual without the status of an individual entrepreneur, who are the actual customers of the Executors' services.
4.6. DOU - a service contract concluded by the Agent with the Contractor in the interests of the Principal within the framework of the Contract execution, concluded by accepting this Offer.
4.7. Advertising Campaign - a set of actions on placement of advertising, informational materials within the framework of the Contract.
4.8. Advertiser - for the purposes of the Agreement, the Principal and/or the Principal's client (ultimate Advertiser).
4.9 The Principal's Personal Account - a part of the Service, access to which is granted exclusively to the Principal by its login and password. Through the Personal Account the Principal and the Agent interact within the framework of the Agreement.
4.10. Login, password - unique sets of symbols (numbers, letters, signs) specified by the Principal when registering at https://barzha.com/. The Principal's login shall be the Principal's e-mail address or telephone number, which shall be entered once during registration and shall not be changed thereafter. The Principal's password may be changed by the Principal. The procedure for changing the Principal's password shall be performed in the Service interface in accordance with the technical features of the Service interface.
4.11. Balance - information in the Principal's Personal Area about the volume of services available to the Principal within the framework of the use of the Service. 4.11. Balance - information in the Principal's Personal Area about the volume of services available to the Principal within the framework of the use of the Service.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1 The Agent is obliged to:
5.1.1 Ensure the normal functioning of the Service.
5.1.2 Provide the Principal with access to the Barzha.com Service and provide technical assistance in the Principal's interaction with the Contractors via the Service within the framework of the execution of the Order.
5.1.3 Execute the Principal's Order, subject to the Principal's payment of monetary funds towards the execution of the Order in accordance with Section 6 of this Offer.
5.1.4 Ensure the availability of statistical information on the use of the Service by the Principal in the Principal's Personal Office.
5.2 The Agent shall be entitled to:
5.2.1 Suspend the execution of the Order in case of a zero value on the Principal's Balance.
5.2.2 Refuse to execute an Order to the Principal when such execution is impossible due to technical or other natural reasons, as well as if the Principal has provided insufficient or incorrect data required for the performance of obligations under the Contract and/or under the DMA.
5.2.3 Refuse to execute the assignment to the Principal if the Principal provides advertising and/or informational materials for the purposes of providing services that do not comply with the ethical, political and thematic principles of the Service.
5.2.4 Notify the Principal via the Principal's Personal Account, as well as by indicating information in the rules of use of the Service about changes in the terms and conditions of the provision of services.
5.3 The Principal undertakes:
5.3.1 Prior to making an acceptance of the Offer, carefully familiarize with all its terms and conditions. During the term of the Agreement independently monitor changes in the Offer posted by the Agent on the Service's website.
*These rules apply to the terms of this Offer to the extent not inconsistent with the Offer.
5.3.2. independently determine and, using the Service, provide the Agent with the materials and information required in the course of the Agent's Order execution, including information, advertising materials that are the subject of the Advertising Campaign, the website address of the Principal or the ultimate advertiser, if it is not the Principal.
5.3.3 Ensure that the materials provided by the Principal for the purposes of execution of the Assignment and, in particular, the DMA, are in compliance with the laws of the Republic of Singapore and other applicable laws.
5.3.5 Ensure the availability of licenses for the advertised activities and certificates of conformity of the object of the Advertising Campaign, if required by law; as well as documentation confirming that the Principal lawfully uses the intellectual property objects included in the materials provided by the Principal and the legality of advertising of these objects of advertising, and, if requested by the Agent, provide the said confirmations within one day of receipt of the request via the Principal's Personal Account or by e-mail.
5.3.6. At its own cost and expense, resolve all disputes and settle all claims and lawsuits of third parties, orders and demands of authorized supervisory authorities received for reasons attributable to the Principal (including as a result of the use of advertising and information materials provided by the Principal, including intellectual property objects), both to the Agent and third parties, including Contractors, in connection with the performance of the assignment/service to the Principal, and, in addition, reimburse all losses and expenses incurred by the Agent in connection with such claims.
5.4 The Principal shall be entitled to:
5.4.1 Verify the performance of the Agreement without interfering with the Agent's activities by reviewing the data in the Principal's Personal Office on the Service.
5.4.2. exercise other rights directly provided for in the Agreement.
6. AGENCY FEE. COST OF SERVICES. SETTLEMENT PROCEDURE
6.1 All settlements under the Agreement are made in US dollars.
6.2 The order of the Contractors' services is made by selecting the services in the catalog posted on the Service. The catalog is placed on the website of the Service at the address: https://app.barzha.com/.
6.3 The catalog contains the Order Price.
The Order Price is the amount/value specified in the Order, which includes the agency fee and the cost of the Contractors' services on the DPO.
6.4 The cost of the Contractor's services is agreed with the Contractor in US dollars
6.5 The cost of the Executor's services depends on the format of advertising, as well as other parameters of advertising/information materials placement. The cost of the Executor's services is agreed upon at the moment of Order placement via the Service and is fixed in the Agent's reports.
6.6 The amount of the Agent's remuneration and the cost of the Executors' services are not subject to unilateral change.
6.7 The Principal shall pay the funds for the purpose of execution of the Order in advance.
6.8 Upon reaching zero on the Balance Sheet, the execution of the Assignment shall be suspended. At the same time, the Principal may retain limited access to the Service, without the possibility to use the Service for receiving the Agent's services and ordering the services of the Executors.
6.9 The Parties hereby agree that upon acceptance of the Offer in a new version, the unspent monetary funds deposited by the Principal under the Contract concluded by acceptance of the Offer in the previous version shall be transferred to the Contract concluded by acceptance of the Offer in a new version. No additional letter from the Principal shall be required for such transfer.
7. INTELLECTUAL PROPERTY
7.1 Unless otherwise provided for in the Order, if the Contractor creates intellectual property objects within the framework of the provision of services under the POU, the exclusive rights to the said objects shall be transferred to the Principal in full in accordance with the concluded POU.
8. LIABILITY OF THE PARTIES AND LIMITATION OF LIABILITY
8.1 The Principal and the Agent shall in the performance of the Contract be liable in accordance with the applicable laws of the Republic of Singapore.
8.2 In no event shall the Agent be liable under the Contract for:
8.2.1. any acts/ omissions resulting directly or indirectly from the acts/ omissions of the Principal;
8.2.2. any indirect losses and/or lost profits of the Principal and/or third parties regardless of whether the Agent could have foreseen the possibility of such losses or not;
8.2.3. the content of the materials provided by the Principal for posting;
8.2.4. for the safety of the Principal's login and password when using the Service.
8.3 The Principal shall be fully liable for breach of legal requirements, including full liability for the content and form of the materials provided and posted by the Principal.
8.4 The Agent's aggregate liability for any claim in respect of the Agreement shall be limited to the amount of the Agency Fee for the last Service Period preceding the time of receipt of the claim by the Agent for which the Agent was owed the Agency Fee.
9. DISPUTE RESOLUTION PROCEDURE. APPLICABLE LAW
9.1 When settling disputes arising from the Contract or in connection with its fulfillment, compliance with the claim procedure is obligatory. The term of response to the claim is 30 (Thirty) calendar days from the moment of its receipt. If the dispute is not settled by the claim procedure and/or no response to the claim is received within the established term, the dispute shall be considered by the Singapore International Arbitration Center (SIAC)
9.2 All rights and obligations of the Parties arising from the performance of the Contract shall be governed by the laws of the Republic of Singapore and shall be interpreted in accordance therewith.
10. FORCE MAJEURE.
10.1 The Parties shall be released from liability for partial or full non-fulfillment of obligations under the Contract, if this non-fulfillment was a consequence of force majeure (force majeure), namely, circumstances (fire, flood, earthquake, presence or absence of legislative regulations, wars, terrorist acts, etc.), which occurred after the conclusion of the Contract as a result of unforeseeable and unavoidable events of extraordinary nature, directly affecting the fulfillment of the Contract. In case of force majeure, the terms of fulfillment of obligations established by the Offer shall be commensurately postponed for the duration of these circumstances and their consequences.
10.2 The Party, for which it became impossible to fulfill its obligations due to force majeure, shall immediately notify the other Party of the beginning of the circumstances preventing the fulfillment of the Agreement.
10.3 If due to force majeure circumstances the term of fulfillment of obligations will increase by 6 months or more, each of the Parties shall have the right to terminate the Contract without reimbursement to the other Party of any related costs and (or) losses.
11. AGENT DETAILS
TELEGRAM SG PTE. LTD.
UEN: 202314686W
Registered Address:
195 PEARL'S HILL TERRACE
#03-38A, SINGAPORE (168976)