Publication date: 16.05.2023
These Terms and Conditions (the "Terms
") constitute the Service Provider's offer to the Customer to accede to the Terms in order to receive the Services set out in clause 1.1 hereof.
By ticking the checkbox in its VK Ads account, the Customer fully and unconditionally accepts these Terms and accedes to them.
From the time the Customer accedes to these Terms, the Customer and the Service Provider shall be parties to an Agreement governed by these Terms. Terms and Definitions
MGL MY.COM (CYPRUS) LIMITED, registered address: 28 Oktovriou, 365 VASHIOTIS SEAFRONT, office 402 Neapoli, 3107, Limassol, Cyprus.Customer:
corporate entity, individual, including registered as an individual entrepreneur.ADO
: Advertising Data Operator, an RKN-authorized entity who keeps records of Advertising Materials and delivers them to UROA as part of Data.UROA:
Unified Register of Online Advertising.Advertising Materials:
banners, text or text-and-graphic blocks, videos, audios, live audio and/or video broadcasts, other advertising information owned by the Customer or its Customers (advertisers) and intended to capture attention of ad consumers located in the Russian Federation to Advertised Items. Advertising Materials shall be placed by the Service Provider on the Internet through myTarget upon the Customer's instructions and for its benefit or for the benefit of its Customers (advertisers) or for the benefit of intermediaries, on the basis of the Agreements.Data:
details of the Customer or its customer (advertiser) or intermediaries (if any) involved in the arrangement for and/ or placement of Advertising Materials on the Internet, in the scope set out in the laws of the Russian Federation, which information, together with Advertising Materials, shall be recorded, stored and processed by RKN through the UROA.Advertised Item:
a product, including work, service, identica of a corporate entity and/or a product, product manufacturer or seller, intellectual property, or an event, including a sports competition, concert, contest, festival, risk-based games, bets, to which the Advertising Material published on the Internet intends to draw attention.Agreements:
agreements entered into by and between the Customer and the Service Provider for the arrangement for and/or placement by the Service Provider, using VK Ads, of Advertising Materials on the Internet upon the instructions and for the benefit of the Customer or for the benefit of its Customers (advertisers) or for the benefit of intermediaries.VK Ads:
advertising platform available at https://ads.vk.com/
Roskomnadzor (Federal Supervision Service for Communications, Information Technologies and Mass Media).Reporting period:
a Universal Transfer Document issued by the Service Provider based on the recommendations of the Federal Tax Service of Russia.
Other terms used in these Terms but not defined herein shall have the meaning defined by the laws of the Russian Federation. 1. General Provisions
1.1. The Service Provider, acting upon the Customer's instructions, agrees to arrange for the delivery of Data and Advertising Materials received from the Customer (collectively, the "Information"
) to the ADO (VK Advertising Technologies LLC, OGRN: 1227700188550) to be further delivered to the UROA, and provide the Customer with the possibility of such information exchange with the ADO. The Customer agrees to pay for the Services provided under these Terms.
1.2. The Service Provider will not assign identifiers to Advertising Materials or deliver Advertising Materials to the UROA together with Data. Information will only be delivered to the UROA by the ADO under an individual agreement between the ADO and the Service Provider. The Service Provider agrees to ensure confidentiality and immutability of the Information delivered to the ADO. 2. Service Fee and Payments
2.1. The Service Fee for the Services provided in a Reporting Period shall be specified in a tariff, which is set at the Service Provider's discretion and communicated to the Customer by using the link https://ads.vk.com/documents/ord_tariff_en
2.2. The Service Provider shall issue a quarterly invoice and deliver it to the Customer. The Customer agrees to pay the invoice within 7 business days from the date of receipt.
2.3. The Service Provider may change the Service tariff set out in these Terms at any time by giving the Customer 3-month notice. The notice shall be sent to the Customer through myTarget. If the Customer does not agree with a new tariff, it may withdraw from the agreement governed by these Terms subject to clause 4.2 hereof. 3. Service Acceptance
3.1. Upon the end of each Reporting Period, the Service Provider, together with the invoice, shall deliver to the Customer two copies of the UTD, signed on its part.
3.2. The Customer agrees to sign the UTD within 7 business days from the date of receipt and return one copy to the Service Provider or send reasonable comments to the Service Provider in writing within the same period. If the Service Provider finds them reasonable, it agrees to eliminate the Customer's comments within a reasonable time and notify the Customer through myTarget.
3.3. If the Customer fails to meet the deadline set in clause 3.2 above, the Services shall be deemed to have been duly provided and unconditionally accepted by the Customer, and the UTD signed by the Service Provider alone shall be reasonable ground for payment of the Service Fee. 4. Effective Period
4.1. The period of the parties' Agreement governed by these Terms shall be unlimited. The date of the Agreement shall be the date when the Customer acceded to these Terms.
4.2. The parties' Agreement governed by these Terms may be terminated by either party out of court without the parties applying penalties to each other for such termination, subject to 10 business day prior notice. The Agreement shall be deemed to have been terminated upon expiration of 10 business days from the date of receipt of the termination notice by the addressee. 5. Other Terms
5.1. The Customer agrees in a timely manner, within the month following the month in which the Advertising Materials were placed on the Internet under the Agreements, to deliver complete, reliable and relevant Data to the Service Provider.
5.2. The Customer agrees, within the time set by the Service Provider, to provide at the Service Provider's request any clarifying information in respect of the Information previously delivered to the Service Provider.
5.3. The Service Provider and the ADO shall not check the Information for its completeness, reliability and relevance, nor control the Customer in terms of timely delivery to the Service Provider of the Information to be further delivered to the UROA through the ADO. For the above purposes, in accordance with Article 431.2 of the Civil Code of the Russian Federation, the Customer represents to the Service Provider as follows:
- The Information delivered by the Customer to the Service Provider will be complete, reliable and relevant;
- The Information shall be delivered by the Customer to the Service Provider in a timely manner as specified in clause 5.1 hereof;
- The Customer who delivers to the Service Provider, as part of the Information, details of the Customer's Customer (advertiser) or intermediaries (if any) involved in the arrangement for and/or placement of Advertising Materials on the Internet, shall, at the time of delivery to the Service Provider, be duly authorized for such delivery (be instructed by such parties).
The above representations are material for the Service Provider to perform its obligations under these Terms. The Service Provider relies on the accuracy of the Customer's representations. In the event of misrepresentation, the Customer, at the Service Provider's written request, agrees to pay a penalty in an amount to be calculated based on the fines or other claims made against the Service Provider by regulatory authorities or third parties for each delivery to the UROA through the ADO of incomplete, unreliable or irrelevant Information and/or for each further delivery of such Information to the UROA through the ADO, due to the Customer's failure to meet the dates set out in clause 5.1 hereof, and/or for delivery, as part of the Information, of details of the Customer's Customer (advertiser) or intermediaries (if any) involved in the arrangement for and/or placement of Advertising Materials on the Internet without having due authority (unavailability of instructions from such parties).
The Customer's representations shall become effective as soon as the Customer accedes to these Terms and continue to be valid throughout the effective period of the agreement governed by these Terms, and shall survive 3 years, regardless of the grounds for its termination.
5.4. The Customer shall be liable for the completeness, reliability, relevance and timely delivery to the Service Provider of Information to be further delivered to the UROA through the ADO.
5.5. Any controversies arising during the performance of these Terms shall be resolved by the Parties by negotiation through the claim; a response to a claim shall be provided within 15 business days from the date of receipt by the addressee. If a controversy cannot be so resolved, the Parties shall refer it to the Commercial Court of Moscow.
5.6. The Customer may not assign its rights hereunder without the Service Provider's written consent.
5.7. The current version of these Terms is available at https://ads.vk.com/documents/ord_clients_en
. The Service Provider may amend and/or modify these Terms at any time. A new version of these Terms will become effective when published on the above website. The Service Provider shall notify the Customer on the publication of a new version of these Terms through myTarget and/or by e-mail provided by the Customer during registration in myTarget or specified in its myTarget account. The Customer agrees to read such new version of these Terms. If the Customer does not agree with a new version of these Terms, the Customer agrees to promptly notify the Service Provider in writing accordingly. The agreement governed by these Terms shall be deemed to have been terminated on the date of receipt of such notice by the Service Provider. If the Customer fails to notify the Service Provider within 3 business days from the date of publication of a new version of these Terms, such new version shall be deemed to have been accepted by the Customer fully and unconditionally.
5.8. The parties agree to notify each other of any changes in their details within 3 business days. Provided that the Service Provider may notify the Customer through VK Ads, and the Customer agrees to notify the Service Provider by giving written notice. Until the notice is received, the agreement shall continue to be performed by using the details previously exchanged by the parties.
5.9. In any matters not covered by these Terms the relationship between Parties shall be governed by the applicable laws of the Russian Federation. 6. Personal Data Processing Assignment
6.1. Given that the Customer is interested in receiving the Services set out in these Terms and that the Services are indispensably linked with the processing of personal data of the Customer and its representatives (if any), the Customer's Customers (advertisers) and their representatives (if any), intermediaries (if any) involved in the arrangement for and/or placement of Advertising Materials on the Internet, and their representatives (if any) (the "PD"), the Customer, governed by Part 3, Article 6 of Federal Law No. 152-FZ of July 27, 2006 "On Personal Data" (the "Law"), authorizes the Service Provider with automated PD processing for the purposes of these Terms.
6.2. For the purposes of clause 6.1 above, the Customer instructs the Service Provider to process PD in the scope established by Order of the Government of the Russian Federation No. 1362-r of May 30, 2022 or any other clarifying and supplementing order of the Government of the Russian Federation, in the following forms: collection, recording, systematization, accumulation, storage, refinement (updating, change), provision to ADO, blocking, destruction. The PD shall be collected by the Service Provider using databases located in the Russian Federation.
6.3. By processing PD under this assignment, the Service Provider agrees to comply with the principles and rules set out in the Law and keep PD confidential.
6.4. To perform this assignment, the Customer sets the following requirements for PD processing and protection by the Service Provider:
- the Service Provider shall have a person responsible for personal data processing;
- the Service Provider shall have in place a personal data processing policy;
- personal data processing processes implemented by the Service Provider shall be audited for compliance with the requirements of the Law;
- the premises where the Service Provider's software and hardware complex which processes PD is located shall be secure;
- PD storage media shall be safe;
- information security tools compliant with the requirements of the law of the Russian Federation shall be used.
6.5. For all matters of this assignment, including for the purposes of enquiries from RKN or the persons specified in clause 6.1 hereof, the parties agree to use the communication channels customary used by them under the Agreements.
6.6. The Service Provider shall:
- upon the Customer's written request, provide copies of documents and information evidencing the capability to perform the terms of the assignment and the requirements of the Law;
- notify the Customer about any PD leak within 24 hours from the time when the Service Provider becomes aware of the incident, including provide the Customer with information on its possible causes, possible harm, steps taken to eliminate the consequences, the person authorized by the Service Provider to interact with RKN;
- notify the Customer of the incident investigation findings and the faulty persons (if any) within 72 hours after.
6.7. The Assignment shall become effective as soon as the Customer accedes to these Terms and be valid throughout the effective period of the agreement governed by these Terms, or until the date of occurrence of the circumstances set out in clause 4.2 hereof.