Services agreement

Road Town, Tortola, British Virgin Islands
EXTRACODE INC., legal entity duly incorporated under the laws of the British Virgin Islands, on the one hand, and the Store, accepted this offer, available at https://vd.cards/en/agreement, on the other hand, have concluded the present services agreement on the following:

1. Terms and Definitions
1.1. The following terms used in the present services agreement shall have the meanings set forth in this section unless the context of the agreement clearly requires otherwise:

«Agreement» - Present services agreement available over the Internet at network address https://vd.cards/en/agreement.
«Bonus» - Reward provided by the Store to the Customer in cash or in other form in accordance with rules of the Store’s bonus program.
«Card» - Virtual discount card confirming the Customer’s right for a Discount and/or Bonus.
«Customer» - Any person having the Card.
«Customer’s Code» - Identification code recognized by the Store’s App that gives the Store the possibility to get information about the Card and terms and conditions of Discount and/or Bonus.
«Customer’s App» - Software that allows the Customer to receive the Card, provide Customer’s Code to the Store and to get the information about received Cards and Stores that issued it.
«Discount» - Reduction to the basic price of Goods.
«Goods» - Goods and services offered by the Store.
«Parties» - The Service and the Store.
«Partner» - Any person, legal entity or individual entrepreneur involved by the Service to render services under the Agreement.
«Personal account» - Protected pages of the Website available upon registration that allow the Store to define terms and conditions of Discounts and/or Bonuses, determine conditions of Cards issuing, get the information about Store’s Customers and issued Cards, and do other actions foreseen by the functionality of the Website.
«Privacy policy» - Legal document that describes how the Service collects, uses, discloses and manages data obtained from the Store under Agreement. Document available over the Internet at network address https://vd.cards/en/privcy_policy.
«Seller» - The person using the Store’s App.
«Service plan» - The list of services rendering by the Service and selected by the Store in a Personal account
«Service» - EXTRACODE Inc., a legal entity duly incorporated under the laws of the British Virgin Islands on April 20, 2006, registration number 1022672, legal address First Floor, Mandar House, Johnson’s Ghut, P.O. Box 3257, Road Town, Tortola, British Virgin Islands, represented by Alexey Chernykh, acting on the basis of Appointment of First Director of the Company.
«Store’s Code» («Shop’s Code») - Identification code recognized by the Customer’s App that gives the Store the possibility to issue Cards.
«Store’s App» («Shop’s App», «Seller’s App») - Software that allows the Store to get information about the Card, terms and conditions of Discount and/or Bonus, Customer and Transaction data.
«Store» («Shop») - Any legal entity or individual entrepreneur (or person representing them) who would like to enter the Agreement.
«Trade point» - Place where Goods supply to the Customers is made.
«Transaction data» - Data collected by the Service when the Store uses the Personal account or the Store’s App, and gathered at the moment of issuing and/or using the Card, scanning Customer’s Code and using of the Customer’s App.
«Website» - The collection of information, texts, graphic elements, design, pictures, photo and video and other intellectual property, as well as the software in the information system available over the Internet at network address https://www.vdcard.ru/en/.

1.2. The rest of terms and definitions in the text of the Agreement are interpreted by the Parties according to the international practice and the usual rules of interpretation of relevant terms established the Internet.
1.3. The headings (of articles) of the Agreement are for convenience only and in any way shall not affect the meaning or interpretation of the Agreement.

2. Conclusion of the Agreement
2.1. The text of the Agreement contains all necessary conditions and expresses Service offer to conclude the Agreement with the Store.
2.2. To accept the present offer the Store shall do all or some of the following steps:

read the text of the Agreement;
read the text of the Agreement;
check the box “I accept the terms of the Service Agreement”;
complete the confirmation page following the link sent to the registered e-mail address;
install and/or use the Store’s App.

2.3. The Agreement enters into force on the date of the Store’s access to the Personal account and is effective until its termination according to the procedure under the Agreement.
2.4. If the Store does not agree with the terms and conditions of the Agreement, the Store shall not register on the Website, use Personal account and/or the Store’s App. Any use of the Website, Personal account or the Store’s App means a full and unconditional acceptance of terms and conditions of the Agreement and Store’s obligations under the Agreement.

3. Subject of the Agreement
3.1. The Service shall render services under the Agreement including issuance and accounting of the Cards, providing to the Store information about the amount and conditions of Discount and/or Bonus, and recording of Transaction data.
3.2. The Service may provide additional services that are not specified in Article 3.1 of the Agreement under procedure described in Article 8 of the Agreement.
3.3. The scope of services depends on the Service plan and additional services selected by the Store. Information about the scope of services is available in the Personal account.
3.4. For purposes of the present Agreement the Service hereby grants to the Store a free of charge, worldwide, limited, nonexclusive license to use the Website and the Store’s App for the duration of the Agreement in order described in Article 12 of the Agreement.
3.5. The Service can provide services under the Agreement, both personally and with its Partners.
3.6. The Store shall pay fees for the services provided by the Service in order and terms specified in Article 10 of the Agreement.

4. Registration on the Website.
4.1. The Service provides services to the Store registered on the Website.
4.2. The Store shall complete the registration form and confirm the registration following the link sent to the registered e-mail address.
4.3. The Service may request the following information to register the Store on the Website:

Store’s name and/or the name of the person representing the Store;
registration information of the Store (primary state registration number, taxpayer identification number);
legal address of the Store;
banking details;
e-mail address;
phone number;
other information referred to the Store.

4.4. The Store shall provide full and valid information to register on the Website.
4.5. The Store is not allowed to provide information about third parties or other Stores.
4.6. The Service is entitled to verify the validity of information provided by the Store for registration on the Website. If the Service finds out that information is not valid, it is entitled to refuse in registration of the Store on the Website and/or block the access to the Personal account.
4.7. After registration on the Website the Service shall send to authorized e-mail address of the Store a confirmation letter with the link to complete the registration process and account details – login and password. The Store has access to the Personal account using the account details after the Store’s confirmation of the registration on the Website.
4.8. The Store may change the password at any time in the Personal account.
4.9. The Store is obligated to ensure the confidentiality of the information necessary to access to the Personal account and/or the Store’s App. The Store is obligated to change passwords necessary to access to the Personal account and/or the Store’s App at least once in a month. Unless the Store notifies the Service on the fact of the breach of confidentiality, all actions done from the Personal account and/or the Store’s App, even if these actions have been done by third parties, are considered to be done by the Store.
4.10. Usage of two and more Personal accounts is prohibited and such action will be recognized as violation of the Agreement.

5. Interaction between Parties
5.1. The Service provides services through the Website, the Store’s App and the Customer’s App.
5.2. Depending on the selected Service plan the Store by using a Personal account is allowed to:

determine terms and conditions of Discounts and/or Bonuses;
issue Cards;
determine conditions of Cards issuance;
get the information about Store’s Customers and issued Cards;
get the information about Transaction data;
provide information about Sellers and set account details for using the Store’s App – login and password;
interact with the Customers in other ways and/or determine other conditions of using the Store’s App foreseen by the functionality of the Website.

5.3. Depending on selected Service plan the Store by using the Store’s App is allowed to:

grant Cards to the Customer;
get the information about the amount and conditions of Discount and/or Bonus;
get the information about the Customer provided the Customer’s Code;
get another information about Customer, Card and Discount and/or Bonus provided by the functionality of the Store’s App;
interact with the Customers in other ways provided by the functionality of the Store’s App.

5.4. The Service ensures information and data exchange between the Store and Customers and offer software facilities to issue Cards, get the information about conditions of Discount and/or Bonus and managing information about Customers, Cards and Transaction data. Customers have no access to the list of registered Stores and the Stores have no access to the list of all Customers using the Customer’s App.

6. Terms and conditions of Discount granting
6.1. The Store determines terms and conditions of Discount and/or Bonus granting by using a Personal account. Depending on selected Service plan the Store may determine:

the amount of the Discount and/or Bonus;
discounted Goods;
Trade point, where the Discounts and/or Bonuses are granted;
conditions of Discount and/or Bonuses granting;
conditions of Cards issuance;
other conditions provided by the functionality of the Website.

6.2. When the Store scans the Customer’s Code, the Service provides the information about the amount and conditions of Discount and/or Bonus, using which the Store grants to the Customer the Discount and/or Bonus.
6.3. Service records and keeps the Transaction data each time after scanning of the Customer’s Code. Depending on selected Service plan the relevant information may be available in the Personal account.

7. Cards issuance
7.1. The Store may issue Cards after determination of the Discount and/or Bonus granting conditions.
7.2. After confirmation of the Discount terms and conditions the Service produces the Store’s Code for granting Cards to the Customers.
7.3. The Customers shall install the Customer’s App to get and use Cards.
7.4. The Card is issued by the Store’s Code through the Customer’s App or by the Customer’s Code through the Store’s App after observing the conditions of Card granting if the conditions were defined by the Store.
7.5. The Service keeps all information about the Customers received the Cards. Depending on selected Service plan the relevant information may be available in the Personal account.

8. Additional Services
8.1. The Service may provide additional services, including:

integration Discount and/or Bonus granting with the account systems and/or other merchant systems;
the possibility to define additional Cards issuance conditions;
the possibility to define additional Discount and/or Bonus conditions and Discount and/or Bonus granting conditions;
analysis of the information about Customers and Transaction data;
other services provided by the Store’s App and the Website.

8.2. Information about additional services will be available in the Personal account or on Website or the Store’s App.
8.3. The Service provides additional services only if the Store accepted the provision of such services and paid for it in accordance with Article 10 of the Agreement.

9. Acceptance of Services
9.1. No later than 5 (five) days after the end of the current reporting period, the Service prepare a report on rendered services and upload it in the Store’s Personal account. The report shall include the information about provided services as well as the amount of the Service’s fees. The report is deemed to be received by the Store at the moment of it upload in the Personal account.
9.2. Within 3 (three) days upon the receipt of the report the Store shall review it and in case of objections with the report send its disagreements to the Service’s authorized e-mail address.
9.3. If within 5 (five) working days from receipt of the report the Store does not send any objections with the report, the services specified in the report shall be deemed to be properly executed and accepted by the Store.
9.4. The dispute caused by the Store’s objections with the report on rendered services shall be resolved in accordance with Article 16 of the Agreement. Until such dispute is resolved the Service is entitled to suspend rendering services.

10. Fees
10.1. The Store shall pay fees for the services rendered by the Service. The fees depend on Service plan and additional services selected by the Store and are calculated at the moment of acceptances of chosen services on the Website.
10.2. Store pays for the services at the time of their choice, or other terms that are defined for the payment of certain services that are specified on the Website when choosing appropriate services.. The Service renders services paid by the Store. In the case of non-payment by the Store, the Service shall be entitled to suspend the provision of services under the Contract until fulfillment of payment obligations by the Store.
10.3. The Store pays fees by the ways described on the Website. The obligation of the Store to pay fees is considered to be executed at the moment of money receipt by the Service.
10.4. The Parties execute theirs obligation to pay taxes independently. The Service is not liable for payment of taxes by the Store even if such obligation is directly or indirectly connected with the performance of the Agreement.

11. Guarantee
11.1. The Service guarantees fulfillment of obligations of the Agreement. The Service shall refund fees paid by the Store (deducting bank commissions) if within 30 (thirty) days upon the effective date services does not meet the Store’s expectation.
11.2. The Service refunds fees described in Article 11.1 of the Agreement in case of termination of the Agreement via bank wire transfer following bank details of the Store. The process of return funds is described in detail on the page Money Back Guarantee https://vd.cards/en/mback.
11.3. The Service guarantees maintenance of confidentiality of all information about Customers, Cards and Transaction data obtained from the Store. Particularly, the Service shall not disclose the relevant information to third parties without Store’s written consent and shall operate it in accordance with the Privacy policy.
11.4. The Service guarantees that information about Customers of one Store will not be available to the other Store unless the relevant Stores agreed to provide each other Customer’s information.

12. Intellectual property
12.1. The Website and the Store’s App contain intellectual property of the Service, its affiliates, partners and other parties.
12.2. In accordance with the article 3.4 of the Agreement the Store get the right to use the Website and the Store’s App by any means as it provided by the functionality of the Website and the Store’s App. However, the Store is prohibited to:

copy, or otherwise use the software of the Website and/or the Store’s App, as well as theirs designs;
change the software of the Website and/or the Store’s App or perform any other action to change the functionality and performance of the Website and/or the Store’s App.

12.3. The Store use the Store’s App and the Website “as is” and at own risk. The Service does not guarantee achieving any results by using the Store’s App and the Website.

13. Liability
13.1. The Service is not liable for any defects, errors or failures of software and/or hardware facilities maintaining the functioning of the Website, the Store’s App and the Customer’s App if it occurs by the reason that fall beyond the control of the Service.
13.2. All action performed by Sellers using the Store’s App are deemed to be performed by the Store. The Store shall bear personal responsibility for all Seller’s actions performed using the Store’s App.
13.3. Discounts and/or Bonuses are granted to the Customers in accordance with the Store’s rules. The Service is not responsible for the Store’s obligation to grant Discount and/or Bonus to the Customer. In case of claims and complaints brought against the Service by the reason of the Store’s failure to execute the obligation to grant Discount and/or Bonus the Store is obliged to take all reasonable steps to resolve the relevant disputes.
13.4. The Service is entitled to block the access to the Personal account or delete it, prohibit or restrict the access to certain or all functions of the Website or the Store’s App available by using the Personal account or terminate the Agreement in the order described in Article 15.2 of the Agreement if the Store violates of the Agreement, public regulations and laws effective in jurisdiction of the Store, Service, Customer, recognized principles and regulations of international law.
13.5. In case of claims and complaints brought against the Service by the reason of the Store’s failure to execute the obligation to provide valid and actual information about the Store to register on the Website the Store is obliged to reimburse all expenses incurred by the Service to resolve the relevant disputes.
13.6. If the Store fails to execute the conditions of using the Website and the Store’s App described in Article 12 of the Agreement the Store shall pay the fine in the amount of 10000 (Ten thousand) Euro.
13.7. The Service is not responsible for the Store’s actions connected with the use of the information necessary to access to the Personal account and/or the Store’s App. In case of breach of confidentiality of the relevant information or its loss the Store is obligated to notify the Service. Unless the Store notifies the Service all actions done from the Personal account and/or the Store’s App, even if these actions have been done by third parties, are considered to be done by the Store.
13.8. The amount of damages that may be compensated by the Service is limited by the amount equal to the fees for the services in current reporting period paid by the Store in accordance with Article 10 of the Agreement.

14. Changes to the Agreement
14.1. The Service reserves the right to change from time to time the Agreement. The Service informs the Store about the changes by sending a message to the authorized e-mail address. The Store is considered to have accepted the changes unless the Store decides to terminate the Agreement in accordance with Article 15.1 of the Agreement.

15. Termination of the Agreement
15.1. Each Party has the right to unilaterally terminate the present Agreement on condition of the preliminary written notice to the other Party within 30 (thirty) calendar days prior to prospective date of termination.
15.2. The Agreement may be terminated on a unilateral basis by the Service in certain cases mentioned in the Agreement on condition of the preliminary written notice of the Store in writing no later than 5 (five) calendar days before the date of termination.
15.3. In case of termination of the Agreement the Service may refund part of the fees paid by the Store. The amount of the refund is determined by the Service at its own discretion in accordance with services rendered in current reporting period less the bank commission.

16. Dispute resolution
16.1. Any dispute between the Parties under the Agreement, or in connection with the performance, amendment, termination or rescission thereof shall be settled by the negotiation of the Parties. The Party which has a claim shall send to another Party relevant letter with return receipt and enclosure list. The letter shall contain the claim of the Party and evidence supporting such claim.
16.2. The Party shall within 3 (three) days from receipt of the letter give the response.
16.3. If within 5 (five) days the Party does not submit a response to the letter or if the Parties fail to negotiate the disputes the disputes shall be settled in a court at the location of the Service or the governing body.

17. Final Provisions
17.1. The Parties agree to accept the use the equivalent of handwritten signature in order to execute the Agreement, (to change, amend or terminate the Agreement) as well as to communicate with each other on these issues. The Parties agree that all notices, messages, agreements and documents signed by the equivalent of handwritten signature and delivered within the execution of Agreement have the legal effect and are binding to the Parties.
17.2. The Parties agree to use the facsimile signatures while delivering all necessary documents or claims. The Parties confirm that documents and claims signed by facsimile signature have the legal effect and are to be accepted and considered by the Parties.
17.3. The Parties confirm that all e-mails sent from the authorized e-mail addresses are deemed to be sent and signed by the Parties unless the given e-mail explicitly states otherwise.
17.4. Unless the Agreement demand otherwise, all notices, messages and documents that the Parties send according to the Agreement are to be sent and are deemed as received if they are sent from the authorized e-mail address of one Party to the authorized e-mail address of the other Party. The following e-mail addresses are considered as authorized:

For the Service: admin@vdcard.ru
For the Store: e-mail address provided by the Store when registering on the Website.

17.5. The Parties ensure the confidentiality of the information necessary to access to the e-mail addresses mentioned in point 17.4 of the Agreement, and do not allow using these e-mail addresses without consent of the Parties. If one of the Parties has grounds to suspect that the confidentiality of the information necessary to access to the e-mail address has been compromised this party immediately advises the other party of this fact and stop using the e-mail address in question. In that case the Parties are to designate other authorized e-mail addresses and make the relevant changes to the Agreement. The Parties are free to introduce their own measures to protect the confidentiality of the information necessary to access to the e-mail addresses mentioned in point 17.4 of the Agreement.
17.6. Until one party advises the other one of the fact of the breach of confidentiality, all actions and documents done and sent from the authorized e-mail address of one of the Parties, even if these actions and documents have been done and sent by third parties, are considered to be done and sent by the owner of the authorized e-mail address. In that case the owner of the authorized e-mail address acquires all rights and incurs all obligations, as well as bears the liability arising out of these facts.
17.7. The Store is obligated to notify the Services in case of change of address, e-mail address and/or bank details no later than 15 days after the relevant changes take place.
17.8. Performance of the Agreement and duration of the time limits described in the Agreement are realized in accordance with Middle Europe Time.
17.9. The Agreement is available in English and Russian languages. In case of any inconsistencies, the English text shall prevail.

Русский