Revision of July 10. 2023

1. SUBJECT OF THE CONTRACT, ITS CONCLUSION AND TERMINATION

2. SALE OF GOODS

3. REMUNERATION, REPORTING DOCUMENTS AND PAYMENT

4. LIABILITY

SECTION “DEFINITIONS”

SECTION “PERSONAL ACCOUNT”

SECTION “PARTNERS FOR SERVICES”

SECTION “ITEM PAGE”

SECTION “REQUIREMENTS FOR GOODS”

SECTION “QUALITY INDICATORS OF SERVICE”

SECTION “REPRESENTATIONS AND WARRANTIES”

SECTION “CONFIDENTIALITY AND PERSONAL DATA”

SECTION “REQUIREMENTS FOR ORDER PROCESSING”

SECTION “ADVERTISING SERVICES FOR THE PROMOTION OF GOOD”

ANNEX 1 “TERMS OF SALE BY RESIDENTS OF THE COMMONWEALTH OF INDEPENDENT STATES”

ANNEX 2 “PROCEDURE FOR THE PROVISION OF SERVICES BY OZON LOGISTICS PARTNERS”

This revision is effective as of July 10. 2023. We publish changes to the contract in advance: if the rules on this page are not already in effect, see the previous version.

1. SUBJECT OF THE CONTRACT, ITS CONCLUSION AND TERMINATION

1.1. Subject of the Contract

Ozon undertakes to provide, and the Customer undertakes to accept and pay for the following services:

(a) providing the Customer with access to posting goods on the Website for the Clients to be able to order goods;

(b) technical support and support of the Customer’s activities in the PA on the Website;

(c) organization of the process of payment for goods from Clients and transfer of money received for orders to the Customer net of Ozon’s remuneration;

(d) information support of the Clients (the Support services);

(e) development, maintenance, and administration of the Customer’s PA;

(f) the dispute resolution function via the Platform;

(g) advertising services;

(h) other services hereunder.

1.2. Third parties

Ozon has the right to involve third parties in the performance of its obligations under the Contract and is liable to the Customer for their improper performance of their obligations. Within the meaning of this clause, the Payment Service Provider is not considered as a third party.

1.3. Assignment

The Customer may not assign and/or otherwise transfer its rights and/or obligations hereunder to third parties without Ozon’s prior consent. Ozon may assign and/or otherwise transfer its rights hereunder to any third parties without the Customer’s consent.

1.4. Entire agreement

The Contract contains full and complete conditions regarding its subject matter and supersedes all previous oral or written agreements between the Parties. Ozon does not give or accept any other representations, warranties or obligations, but with the exception of those expressly stipulated in the Contract.

1.5. Independence of the provisions of the Contract

The invalidity of individual provisions of the Contract does not affect the validity of the remaining provisions of the Contract and the Contract as a whole.

1.6. Parts of the Contract

Annexes to the Contract, including the Regulations, are an integral part of the Contract. The provisions of the Contract shall apply to the extent that they do not contradict the relevant Annex.

1.7. Conclusion and term of the Contract

The Contract is concluded by sending Ozon the text of the Contract (offer) with notification of Activation and pressing the “Accept Offer” button by the Customer in the PA (acceptance), as well as by any subsequent actions of the Customer in the PA to fulfill the terms of the Contract within 365 days from the date of Activation (term for acceptance). The performance by a potential Customer of any actions in the PA before Activation is not considered an acceptance. Transactions made by the Parties through actions in the PA are recognized as made in a simple written form using a simple electronic signature. All actions of the Customer in the Personal Account during the period during which the Customer is successfully authenticated in the Personal Account by Ozon ID have legal significance. The contract is deemed concluded on the date of sending the notification of Activation. The Contract is concluded for an indefinite period and extends to the relations between its Parties arising from the date of registration of the Customer on the Platform.

1.8. Refusal of Activation

Ozon may refuse Activation if the potential Customer has not been passed Ozon’s due diligence process, including if the potential Customer violates the terms of agreements previously concluded with Ozon, as well as in other cases. If Ozon has not notified about the Activation, then the Contract is considered not concluded, and the potential Customer does not become a party to the Contract and may not demand recognition of the Contract as concluded by Ozon.

1.9. Contract Performance Suspension by Ozon

Ozon may unilaterally suspend the Services fully or partially by advising the Customer thereof in case:

(a) the Customer’s service quality indicators downgrades to critical values determined by Ozon;

(b) the Customer has any amounts in arrears under the Contract;

(c) any specific item has defects not agreed upon between the Parties or the condition of an item does not comply with the provisions of the Item Page or this Contract or an Item has defects not agreed upon between the Parties;

(d) the Customer does not comply with the contractual terms or Ozon’s instructions regarding the Platform operation, as well as violates third parties' rights;

(e) on technical or other grounds. During the suspension period, no fee shall be charged for the services directly affected by such suspension;

(f) the Customer has not provided payment details for the specified method of settlements in his/her PA.

1.10. Contract Amendment

Ozon may unilaterally amend the terms of the Contract:

(a) at least 7 (seven) calendar days prior to such amendments become effective – in case of any amendments, except as provided by the paragraph “b”;

(b) at least 1 (one) calendar day prior to the entry into force of such amendments in cases of:

decreasing the amount of remuneration;

adding or changing the services or technical capabilities of the Platform without increasing the remuneration;

adding or changing services or their cost, which the Customer selects and connects to the Personal Account on his own;

changing the List of Prohibited Goods for the purposes of complying with legal requirements, as well as protecting the life and health of Clients or Ozon employees;

complying Contract’s terms with changes in the legislation.

The Customer should regularly monitor the PA and the e-mail for amendments to the Contract.

In case of disagreement with the proposed amendments to the Contract, the Customer should send Ozon a request to rescind the Contract within 7 (seven) calendar days as of the date of the amendments notification. Otherwise, such amendments shall be deemed approved by both Parties as of the date of their entry into force, shall be applied to their relations, and shall become an integral part of the Contract.

1.11. Contract termination

Either Party has the right to rescind the Contract extra-judicially by submitting the notification. The termination date shall be the last calendar day of the reporting period following the reporting period in which the Party submitted the notification.

The Customer has the right to unilaterally extra-judicially repudiate the Contract in case of disagreement with the amendments to the Contract. The termination date shall be the 7th (seventh) calendar day from the date of submitting the notification.

Ozon has the right to unilaterally extra-judicially repudiate the Contract by submitting a notification and the termination date shall be the date of sending such a notification:

(a) if any of the Representations is found to be unauthentic, invalid, incorrect or misleading;

(b) if the Customer has committed any material violation of the obligations under the Contract, including but not limited to: provision of false information about the goods, failure to provide information at Ozon’s request or preventing Ozon from making checks of goods and Item Pages for their compliance with the requirements of the Contract or legislation, violation of the exclusive or other rights of third parties, transfer of defective goods, goods different from description in the Item Page, or goods that are counterfeit under the laws of the Customer’s Country or the Country of destination, transfer of goods other than those ordered by the Client, sale without actually sending goods to the Client, violation of payment obligations, violation of the terms of the “Confidentiality and Personal Data” Section, “Representations and warranties” Section; or

(c) in other cases provided for by law or by the Contract.

The Contract shall be terminated as follows:

(a) on the notification date Ozon shall cease the provision of the Services (except for the services related to Client’s returns), including payment of funds due to the Customer prior to the preparation of the final reconciliation report under the Contract, and make the Customer’s goods unavailable for sale;

(b) not later than on the termination date (or as soon as possible in case of unilateral repudiation of one of the Parties), Ozon shall send to the Customer reconciliation report, which the Customer shall approve within 3 (three) business days or send revised version of the reconciliation report, otherwise the reconciliation report is considered agreed by the Parties.

The terms of the Contract shall remain in force after the termination date, to the extent applicable, until the Parties conduct the final reconciliation of mutual settlements.

2. SALE OF GOODS

2.1. Conclusion of deals between the Customer and the Client

The Customer and the Client enter into a sales transaction based on the Terms of sale of goods for Individuals (including the section “Terms of sale of goods for Individuals”). The Customer shall discharge his/her obligations under the deal with the Client while complying with the terms of the Requirements for Order Processing Section and other provisions of the Contract applicable to the Order processing.

In case of concluding any transaction for the sale of goods between the Customer and the Client through the Platform, the Customer is the direct seller of the goods and bears all the relevant rights and obligations of the seller in accordance with the laws of the Russian Federation, the Customer’s Country and the Country of destination and is indicated as a seller in the sales contract, shipping documents, fiscal and any other documents confirming the conclusion, execution and (or) settlement between the Customer and the Client.

2.2. Item price

The Customer shall set forth the item price which includes the item delivery cost and shall indicate it in the PA.

2.3. Item pricing procedure

The Customer sets the price of the goods:

(a) in the Personal Account in the currency chosen by the Customer in accordance with clause 3.3.7 of this Contract. The Customer, who previously indicated prices for goods in Russian rubles, instructs Ozon to convert prices into the currency selected by the Customer in the PA at the Conversion Rate as of 01 September 2022.

(b) on the Website for the Client in Russian rubles. On behalf of the Customer, Ozon undertakes to convert the prices for goods specified by the Customer in the currency chosen in the PA into Russian rubles at the Conversion Rate and demonstrate prices in Russian rubles for the Clients on the Website.

2.4. Item or cart discount

Ozon shall reserve the right to provide a discount at its own expense on any item (indicating the discount rate on the Item Page) as well as apply any discounts to the total shopping cart of the Client. In this case, the cost of services of Ozon is determined based on the actual selling price of the goods. The Ozon discount does not reduce the amount of money owed to the Customer when selling such goods.

2.5. Communication rules

Unless the Contract expressly provides otherwise, any official correspondence and communication between the Parties and all messages and/or notifications under the Contract, including, but not limited to, the Notifications:

(a) shall be made in the form of electronic messages in Russian or English;

(b) shall be sent via the PA and/or to the Customer’s e-mail address specified during registration on the Platform; and

(c) shall be deemed received on the day of sending (if sent from 12:00 a.m. to 08:00 p.m. Moscow time) or on the following day after sending (if sent from 08:00 p.m. to 00:00 a.m. Moscow time).

The Customer shall regularly check its PA and e-mail for new communications. Ozon shall not be liable for any negative consequences stemming from the Customer’s untimely familiarization with the notifications.

Unless the Contract expressly provides otherwise, the Parties recognize the legal force of any official correspondence and communication between the Parties and all messages and/or notifications under the Contract, including, but not limited to, Notifications received during communication via the Personal Account and/or e-mail of the Customer specified during registration on the Platform.

2.6. Change of addresses and details

The Parties should advise each other of changes in their legal addresses, addresses for return of goods by the Clients, details, telephone numbers and email addresses within 1 (one) business day as of the date of changes.

2.7. Support Service

Ozon shall provide round-the-clock consulting to the Customer via the PA on any issues related to sale of the goods on the Platform. Any verbal request to the Support Service shall be deemed received at the time of its registration by the Support Service.

2.8. Communication with the Clients and responses to Support Service requests

If the Customer directly communicates with the Client on matters related to goods via a chat, the Customer shall guarantee that all decisions made and actions performed thereby via a chat comply with the requirements of this Contract, Communication Rules with Ozon Clients, and the requirements of the effective consumer protection laws. Support Service directs requests to the Customer from the Clients. The Customer shall respond within the time frame specified in the request.

When it is necessary for the Customer to organize the delivery of goods to the Client on their own or with the involvement of delivery services, the Customer also has the right to contact the Customer using a special dedicated Ozon number. To control the quality of using the Platform, placing and fulfilling Orders, as well as fulfilling the terms of the Contract by the Customer, Ozon may record calls.

2.9. Notifications

The Customer confirms his consent to receive from Ozon any Notifications by e-mail and by the phone number indicated in the PA, including, but not limited to, information and advertising notifications about the services and products of Ozon.

2.10. Other Terms and Conditions of Sale

The Customer shall instruct Ozon to determine all other terms and conditions for the sale of goods through the Platform, except for the item price. The terms and conditions of return are determined by Ozon in accordance with the legislation of the Russian Federation and/or the Country of destination and Terms of sale of goods for Individuals and may improve Clients’ position in comparison with the law or the Contract. The Customer agrees to these terms in full.

3. REMUNERATION, REPORTING DOCUMENTS AND PAYMENT

3.1. OZON’S REMUNERATION

Ozon’s remuneration shall comprise:

(a) interest of the item price, established by the Customer in the PA in the Customer’s contract currency (Fee);

(b) remuneration for the rendering of the services specified in the Contract and Annexes.

The amount of the Fee and the cost of the services hereunder shall be established in the Ozon Fees and Tariffs Section.

3.2. REPORTING DOCUMENTS

3.2.1. Sending Reporting documents to the Customer

Within 5 (five) calendar days as of the end of each reporting period (calendar month), Ozon shall send the Customer the Report of the Customer’s Sales Resulting from Rendering the Services (the Report) and other documents to the PA, as required. Ozon prepares an interim report at the request of the Customer about his sales as a result of the provision of services (the Interim report) as of the 15th (fifteenth) calendar day of the reporting month. Interim report shall be for information only and shall be used solely for settlements hereunder. The Report contains information on the name and quantity of goods sold and returned, as well as on the amount of Ozon’s remuneration.

3.2.2. Approval of Reporting documents

Within 3 (three) business days upon the date of sending of the Reporting documents by Ozon, the Customer shall:

(a) sign the documents on its part if there are no disagreements; or

(b) in case of disagreements, submit to Ozon reasoned objections executed in the form of the statement of disagreements. Upon receiving the statement of disagreements, Ozon shall introduced the amendments accepted and submit to the Customer the amended documents and the Customer shall sign this amended documents.

3.2.3. Acceptance of services in absence of feedback from Customer

If the Customer fails to sign the Reporting documents in due time, the documents signed by Ozon unilaterally shall be deemed:

(a) duly approved by the Parties (the last day of the period provided for the Customer’s feedback shall be the document approval date); and

(b) a due confirmation of the Customer’s approval of all amounts and other terms specified therein and the due basis for payment.

3.2.4. Reconciliation report

At the end of each calendar quarter, no later than the 15th (fifteenth) day of the following month, Ozon may place a reconciliation report for the past calendar quarter in the PA.

The Customer, within 15 (fifteen) business days after Ozon sent the reconciliation report, is obliged to:

(a) press the “Accept” button in the PA – in the absence of disagreements; or

(b) in case of disagreements, press the “Reject” button in the PA and send Ozon revised version of the reconciliation report, which indicates the documents on which disagreements arose, otherwise the Customer’s objections will be considered unreasonable.

Ozon considers any objections within 5 (five) business days and sends the reconciliation report to the Customer with amendments agreed by Ozon.

The Customer shall agree on a new reconciliation report in the PA or indicate his objections within 3 (three) business days after sending the reconciliation report. In any case, the Parties shall agree on the reconciliation report before the end of the next calendar quarter.

If the Customer does not report any objections within the prescribed period or does not indicate the documents to which the Customer has such objections, the reconciliation report placed by Ozon in the PA is considered:

(a) duly agreed by the Parties (in this case, the date of reconciliation is the last day of the above term for feedback from the Customer), and

(b) duly accepted by the Customer with respect to all amounts and other provisions specified in the reconciliation report.

Reconciliation shall be done on a quarterly basis only. Ozon does not provide an interim reconciliation report at the request of the Customer.

3.2.5. Legal force of documents

The Parties acknowledge the legal force of documents received during communication via electronic or other communication, including using the information and telecommunications network “Internet”, as well as other documents.

The Parties acknowledge that the submission of the Accounting Documents to the PA is the required and adequate confirmation of:

(a) Ozon’s proper performance of its obligation to submit the Accounting Documents;

(b) the acceptance of the services provided by Ozon in full if the Customer has not submitted any objections following the procedure established herein.

The Parties acknowledge that the data of Ozon’s accounting systems, displayed in the PA, are the primary and reliable source of information regarding the performance by the Parties of their respective contractual obligations.

3.3. PAYMENT

3.3.1. Features of Money Transfer Services

Concerning the Parties' obligations of the Contract as to Ozon’s acceptance of money for the Goods from the Clients via the Website, Ozon shall act as an agent for and on behalf of the Customer. All money received by Ozon for the goods sold on the basis hereof shall be the Customer s' property and shall be held by Ozon which acts as an agent in own name, but on behalf and at the expense of the Customer until the time of settlements with the Customer.

3.3.2. Transfer of Money to the Customer

Ozon shall transfer the money for the Customer’s goods ordered and received by Clients during the reporting month (less the amounts due to Ozon) twice a month as follows:

(a) not later than on the 25-27 (twenty fifth-twenty seventh) day of the reporting month Ozon shall transfer money to the Customer on the basis of the Interim Sales Report in the PA as of the 15th (fifteenth) calendar day of the reporting; and

(b) not later than on the 10-12 (ten-twelve) calendar days as of the date of approval of the Reporting documents Ozon shall transfer to the Customer the difference between the amount under the Reporting documents and the amount paid pursuant to the paragraph (a) of this clause.

If the money are transferred on the last day of the specified term, such transfer shall be realized on the next working day of Ozon Bank.

The money are transferred to the bank account of the Customer or the Payment service provider. The method available for mutual settlements is specified in the PA.

The Customer shall provide Ozon with complete and accurate payment details, as well as keep such information up-to-date. Upon receipt by the Customer of the notification about the need to change the method of mutual settlements or to provide the details in other currency, the Customer undertakes to promptly ensure the change of payment details in the PA.

3.3.2.1. Transfer of money to the Customer using the Payment service provider

Ozon has the right to offer the Customer the method of mutual settlements only through the Payment service provider. In this case, Ozon transfers funds to the bank account of the Payment service provider, indicating the information required by the Payment service provider for further transfer of funds due to the Customer under the Contract. Ozon reserves the right to engage Payment service providers at its own discretion.

For the avoidance of any doubt, the Parties hereby agree that if the Customer chooses settlements involving the Payment service provider:

(a) such a choice shall be deemed to be a direct instruction by the Customer to fulfill Ozon’s obligations arising under the Contract, by transferring funds to the bank account of the Payment service provider;

(b) any monetary obligations of Ozon to the Customer under the Contract shall be deemed to be duly executed on the date of debiting the funds from Ozon’s bank account (in accordance with clause 3.3.8 of the Contract).

3.3.3. Minimum Amount to Be Transferred

If the amount of the money collected during the reporting period to pay for the Customer’s goods does not exceed 1.000 (one thousand) US dollars or 1.000 (one thousand) euro or 6500 (six thousand five hundred) yuan or 60000 (sixty thousand) Russian rubles, according to the Customer’s currency, Ozon shall transfer the money collected to the Customer on the nearest payment date upon reaching the amount specified.

3.3.4. Deduction of Money

Ozon shall deduct the following amounts under the liabilities from the money to be transferred to the Customer:

(a) Amounts to be returned to the Clients concerning the orders cancelled or following consideration of their claims, including claims for late delivery (when the Client rejects the order due to delivery delays), as well as concerning the goods unclaimed the parcels with which have changed their status to “Delivered” within 40 (forty) calendar days as of the shipment date.

(b) Amounts reserved for claims under consideration (when the Client has contacted the Customer via the Platform but no decision has been made in his/her relation in the billing period). If the claim is resolved in favor of the Customer, the money for such claims shall be transferred to it with the next payment in accordance with the Contract provisions.

(c) Ozon’s remuneration calculated from the amount in the Customer’s contract currency.

(d) amounts of re-charged expenses, penalties and losses due to Ozon. Deduction of the specified amounts is carried out in the Customer’s contract currency, and Conversion is carried out at the exchange rate of the Central Bank of the Russian Federation on the date of placing the relevant order or on the date of accrual of penalties and losses;

(e) the cost of delivery paid by the Client if the item was returned by the Client and the dispute in respect of the Item was resolved in favor of the Client. Deduction of the specified amount is carried out in the Customer’s contract currency at the exchange rate of the Central Bank of the Russian Federation in accordance with the provisions of the Contract.

3.3.5. Invoicing

In case of the negative balance and arrears in payment, Ozon sends to the Customer an invoice for payment, which the Customer must pay within 7 (seven) calendar days.

3.3.6. Offset Right

Ozon has the right to make unilateral offsets for counter monetary obligations of the Customer arising under the Contract and other agreements concluded between the Parties, with the sending to the Customer of a document confirming the offset of counter claims.

The Parties agreed that if Ozon and the Customer have counter monetary obligations denominated in different currencies, the Customer’s monetary obligation is updated into a monetary obligation expressed in the same currency as Ozon’s counter obligation, for the subsequent offset of the specified homogeneous obligations of the Parties and without conclusion of a separate agreement on this, by sending Ozon a notification of novation. The date of such novation of the original obligation into a newly arising obligation is the date of notification of the novation by Ozon. The amount of the novated monetary obligation and the amount of the newly arising monetary obligation are determined based on the novation notification sent by Ozon and if it is necessary to convert the currency, the novation is carried out at the exchange rate of the Central Bank of the Russian Federation on the date of novation. For the avoidance of doubt, the Parties have agreed that such an novation terminates the obligations associated with the original obligation, and under no circumstances terminates other obligations of the Parties under the Contract.

3.3.7. Customer’s contract currency

Funds from Clients for orders placed on the Website shall be accepted by Ozon in the Russian rubles and be transferred to the Customer in the contract currency (available to the Customer upon registration in the Personal Account) chosen by Customer, at the rate specified in “Conversion rate” Section Section on the date of placing the relevant order.

The Customer’s contract currency and the payment currency can be determined based on the Customer’s Country or the currencies available in the Customer’s Country automatically during the registration of the Customer or during the term of the Contract.

When performing the Conversion and mutual settlements under the Contract, the Parties agreed on the following procedure:

(a) Funds due to the Customer as of 31 July 2022. but not transferred in accordance with the clause 3.3.2 (b) of the Contract shall be transferred in the Customer’s settlement currency at the exchange rate of the Central Bank of the Russian Federation as of July 31. 2022.

(b) The funds due to the Customer for the goods, the sales of which will be reflected in the Reporting documents, starting from August 2022. will be transferred in the manner specified in clause 3.3.7 of this Contract, with the exception of clause (a) above.

3.3.7.1. Change of payment currency

Ozon has the right to change the payment currency to the currency of the Customer’s Country or other currency available in the Customer’s Country by sending a notification in the PA. From the date of receipt of the notification, the funds due to the Customer in the contract currency, will be transferred in the currency changed at the cross rate of the Central Bank of the Russian Federation on the date of the bank remittance order.

3.3.8. Payment

The obligation to pay any amount under the Contract shall be deemed fulfilled at the moment the funds are debited from the Ozon current account.

3.3.9. VAT

The cost of Ozon services is exclusive of VAT. If any Ozon services should be subject to VAT under the laws of the Russian Federation, this tax will be accounted for by Ozon at the effective rate and invoiced to the Customer in addition to the cost of services.

3.3.9.1. VAT according to the legislation of the Client

If, in accordance with the legislation of the Client’s country, Ozon is obliged to pay VAT or other similar tax in relation to goods sold by the Customer through the Platform, the Client shall pay the selling price of the goods set by the Customer and the amount of applicable tax.

The amount of tax that the Client pays when paying for the goods, Ozon credits to its own account and transfers to the bu