Rules for Content Creation Services / Documents / Habr

Rules for Content Creation Services

Habr LLC
Moscow
Effective from August 11, 2023

Previous revisions:
dated August 31, 2022

These "Rules for Content Creation Services" constitute mandatory terms and condition for the conclusion of agreements on paid content creation services with the Contractor and performance thereof.

1. Terms and Definitions

1.1. The following terms and definitions shall apply to this document and all relations between the Parties arising hereunder or related hereto:

1.1.1. Rules mean the body of this document with all annexes, amendments and supplements hereto, as published at the Website and available at: https://habr.com/ru/docs/docs/content-rules/.

1.1.2. Agreement means an agreement on paid Content creation services concluded and performed by the Parties in the manner provided for by these Rules, with all Mandatory Documents related thereto (Clause 2.4. of these Rules).

1.1.3. Parties mean the Contractor and the Customer.

1.1.4. Contractor means Habr LLC, Primary State Registration Number (OGRN) 5067746892769, Taxpayer Identification Number (INN) 7705756279, Address: 105082, Moscow, Spartakovsky per., 2, bldg. 1, floor/premise/room/3/III/6.

1.1.5. Customer means a party who is capable to conclude an Agreement in accordance with these Rules (regarding the procedure for Agreement conclusion) or concluded the Agreement subject to these Rules (regarding to the performance of the concluded Agreement).

1.1.6. Services mean the Content creation services rendered by the Contractor under a separate Agreement in accordance with the terms and conditions of these Rules, and including the Main Services and Additional Services.

1.1.7. Main Services mean services for the creation of Content of the same format specified in a Proforma Invoice.

1.1.8. Content means a product in a native format created as a result of the Services rendering under the Agreement. The native format of the Content means that the created Content is not an advertisement, but an information and entertainment material that will be of interest to the Website users, corresponds to its theme and the other information and entertainment materials published on the Website by its users.

1.1.9. Native Project (Project) means a Content creation project implemented as part of the Services.

1.1.10. Proforma Invoice means a document drawn up by the Contractor, specifying the material terms and conditions of the Agreement concluded in accordance with these Rules, including information on the name of the Main Services and the format of the created Content, the cost of the Main Services and other conditions of a certain Agreement.

1.1.11. Website means habr.com, a website dedicated to information technologies, providing its users with the functionality allowing to run personal and corporate Blogs by publishing information and entertainment materials thereon.

1.1.12. Blog means a personal section of the Website intended for the publication of information and entertainment materials by a Website user when using its functionality.

1.1.13. Additional Services mean Additional services for the Content development beyond the Standard Scope and Additional Services for a Project support beyond the Standard Period, which are rendered under the Agreement in cases and in manner provided for by the Mandatory Documents and these Rules.

1.1.14. Standard Scope means the scope of a Main Service specified in the description of the services.

1.1.15. Standard Period means the term provided for in the description of services for a Main Service rendering within the Standard Scope, provided that the Customer timely provides information, materials and approvals.

1.2. These Rules may include terms and definitions not defined in Clause 1.1. hereof. In this case such term shall be construed in accordance with the text of the Rules. Where these Rules provide no unambiguous interpretation or definition of a term, such term shall be interpreted as defined, primarily, by the documents constituting the Agreement between the Parties, secondly, by the Russian Federation laws, and subsequently, by the good business practices and scientific doctrine.

1.3. In these Rules, any reference to a clause (section of these Rules) and/or provisions hereof shall mean the respective reference to these Rules (section hereof) and/or provisions hereof.

2. Subject Matter of the Agreement and General Provisions

2.1. The Contractor undertakes to render the Content creation services specified in the Proforma Invoice (Main Services and Additional Services) to the Customer, and the Customer undertakes to accept and pay for the Services on the terms and conditions hereof.

2.2. The name and cost of the Services under the Agreement shall be specified in the Proforma Invoice. The Proforma Invoice may also specify other conditions for the rendering of the Services and/or the conclusion of the Agreement.

2.3. The composition, conditions and procedure for the Services rendering, as well as other terms and conditions of the Agreement shall be set in accordance with the Mandatory Documents and these Rules.

2.4. A compulsory condition for the conclusion and performance of an Agreement under these Rules shall be the Customer's unconditional acceptance of and compliance with the requirements and provisions regarding the relations of the Parties under the Agreement, as provided for by the following documents ("Mandatory Documents"):

2.4.1. Website Documents published and/or available on the Website that set the terms and conditions for the Website usage, as well as requirements and recommendations for user generated information and entertainment materials published on the Website;

2.4.2. Quotation that the Contractor draws up following a briefing held with the Customer, is agreed upon with the Customer before the conclusion of the Agreement, and contains a description of the creative concept of the Project, and other special aspects of the Services rendering to the Customer (if any);

2.4.3. List of Content Creation Services published and/or available on the Internet at: https://habr.com/docs/docs/service_list/, and containing the list, composition and characteristics of the Services and the Content that can be created.

2.4.4. Terms of Content Creation Services published and/or available on the Internet at: https://habr.com/ru/docs/docs/content-legal/, and governing the interaction between the Parties while the Contractor renders Content creation services.

2.5. The Mandatory Document specified in Clause 2.4 hereof shall constitute an integral part of an Agreement concluded in accordance with these Rules.

2.6. Except for the “Stories” service, the Services under the Agreement shall not include publication of the created Content on the Website, and it shall be done by the Customer by using the relevant functionality of the Website (Blog running by the Customer's representatives).

2.7. When publishing the “Content” on the Website as part of the “Stories” service, the Contractor shall be obliged to:

2.7.1. Provide Information about the advertisement of the Customer (advertiser) distributed by the Contractor (directly or through third parties) in the in the Internet information and telecommunications network to the advertising data operator (the “ADO") in the amount and within the time limits established by the Russian Federation laws, to fulfill the obligation to provide the federal executive body exercising the control and supervision in the mass media, mass communications, information technology and communications with information about advertising distributed on the Internet, the composition of which is determined in accordance with Part 1 Article 18.1 of the Federal Law "On Advertising" (the “Advertising Information").

2.7.2. Mark the advertisement of the Customer (advertiser) distributed by the Contractor in the Internet information and telecommunications network with “advertisement” label and specify thereon the advertiser thereof and/or the site, webpage in the Internet information and telecommunications network containing information about the advertiser of such advertisement.

2.7.3. Register the advertisement of the Customer (advertiser) distributed by the Contractor in the Internet information and telecommunications network to the ADO (ensure the assignment of an advertisement identifier to relevant advertisement by the ADO) in accordance with the requirements of the Russian Federation laws.

3. Agreement Conclusion Procedure

3.1. Prior to the conclusion of the Agreement for the Services, involving the development and preliminary approval of the Project’s creative concept by the Customer, the Contractor shall hold a briefing with the Customer, draw up a Quotation based on its results and send the Quotation to the Customer.

3.2. To conclude the Agreement the Contractor shall send a proposal to conclude the Agreement in the form of a Proforma Invoice and the Customer shall accept it by paying under the Proforma Invoice. Should the Proforma Invoice remain unpaid within the set period, the proposal to conclude the Agreement on the terms and conditions specified in the Proforma Invoice shall become void.

3.3. By paying under the Proforma Invoice for the Services specified therein, the Customer:

3.3.1. acknowledges that it reviewed these Rules and the Mandatory Documents specified herein, and unconditionally agrees therewith;

3.3.2. approves the creative concept set forth in the Quotation previously received by the Customer (if applicable);

3.3.3. accepts the Contractor’s offer to conclude the Agreement on terms and conditions of the Proforma Invoice and these Rules, including the Mandatory Documents;

3.3.4. creates the Agreement between the Customer and the Contractor (Articles 433, 438 of the Civil Code of the Russian Federation) on the terms and conditions of Proforma Invoice and these Rules, including the Mandatory Documents;

3.4. The Agreement shall become effective upon its conclusion in the manner provided for herein.

3.5. The Parties may conclude an unlimited number of Agreements based on these Rules, including those with fully or partially coinciding periods for the provision of Services.

3.6. All invoices, acts, electronic forms and other documents expressing the content of the Agreement, paid, accepted or sent by the Parties during the term hereof, in the absence of an agreement concluded by and between the parties by signing a single document, shall be considered drawn up and subject to performance in accordance with the terms and conditions of these Rules.

4. Settlement Procedure

4.1. The cost of Services shall be specified in the Proforma Invoice.

4.2. The Customer shall pay for the Main Services by an advance payment of One hundred (100%) percent of their cost within Five (5) calendar days from the date of the Proforma Invoice issue, unless any other due date is provided for in it.

4.3. The total cost of the Additional Services actually rendered shall be calculated based on the cost of the Additional Services specified in the Proforma Invoice per unit of measurement, and shall be paid by the Customer upon the invoice issued by the Contractor within Five (5) business days from the end of the provision of the Services under the Agreement.

4.4. Settlements under the Agreement shall be carried out by wire transfers to the Contractor's bank account specified in the Proforma Invoice or in the invoice for Additional Services. All settlements under the Agreement shall be made in Russian rubles, unless otherwise specified in Clause 4.7. hereof.

4.5. The Customer shall be deemed to have fulfilled its obligations to pay for the Services upon the crediting of the established amount to the Contractor’s correspondent bank account.

4.6. Provision of Article 317.1 of the Civil Code of the Russian Federation shall not apply to the financial liabilities of the Parties.

4.7. If the Customer is not a resident of the Russian Federation:

4.7.1. The cost of the Services under the Agreement may be specified in US dollars or in Russian rubles in the amount equivalent to the same in the US dollars at the exchange rate set for the date of the Proforma Invoice or the invoice for Additional Services.

4.7.2. The Customer shall pay for the Services in the currency specified in the Proforma Invoice or in the invoice for Additional Services.

4.7.3. The Customer undertakes to determine and notify the Contractor in writing, whether the Contractor is to perform any duties in the country of the Customer's residence in relation to the Agreement, and whether it is necessary to withhold, transfer or otherwise pay any taxes, fees and other similar charges (hereinafter referred to as the "Taxes") in the country of the Customer's residence from the amounts payable to the Contractor under the Agreement. The Parties agreed that any remuneration under the Agreement shall not include the said Taxes. If it is necessary to withhold, transfer or otherwise pay any Taxes in the country of the Customer's residence, the specified remuneration shall be increased by the amount of such Taxes.

4.7.4. The Parties agree to provide each other with the necessary information or documentation (e.g., a residency certificate or any other similar document) to file an application under the Treaty to reduce or waive any withholding or deduction required by law from any amounts payable under the Agreement.

4.7.5. For the purposes hereof the term "Treaty" shall mean any applicable convention or agreement between the Russian Federation and the country of the Customer's residence, including, but not limited to, the avoidance of double taxation and prevention of income tax evasion, and any amendments, instructions and protocols to such conventions or agreements and their revisions.

4.8. The cost of the Services shall be inclusive of VAT at the rate established by the applicable laws of the Russian Federation as at the day of the Proforma Invoice.

5. Delivery and Acceptance of the Services

5.1. Except for the “Stories” service, services under the Agreement shall be considered rendered upon the end of the Content creation process, that is:

5.1.1. for the text format - upon the Content approval by the Parties in the manner prescribed;

5.1.2. for video format - at the end of the video broadcast.

5.2. The “Stories” service shall be deemed rendered upon publication of the relevant Content on the Website.

5.3. Upon the end of the Services rendering, the Contractor shall draw up a unilateral report on the provision of the services (hereinafter referred to as the "Report") in the form approved by the Contractor's accounting policy as of the date thereof. The Report shall be a primary accounting document complying with the applicable laws of the Russian Federation and confirming the fact of the Services rendering and the cost thereof.

5.4. Within Five (5) business days from the Report date, the Contractor shall send an electronic image (scanned electronic copy) of the Report to the Customer's e-mail address specified in the Proforma Invoice.

5.5. The Customer shall review the electronic image of the Report within Five (5) business days from the day it has been emailed.

5.6. If the Customer fails to provide the Contractor with written objections to the Report within the time limit established for the review of the Report, the Services shall be deemed accepted by the Customer and shall be paid up in full. At that, the Report signed by the Contractor shall have full legal force.

5.7. The procedure for the issue of commercial invoices to the Customer shall be governed by the laws of the Russian Federation.

5.8. If the Parties use electronic workflow operators, such as Proforma Invoice, commercial invoice, invoice for Additional Services, and Report may be provided to the Customer in the electronic form through such operators.

5.9. At the Customer’s request, the Contractor shall send hardcopy of the Proforma Invoice, commercial invoice, invoice for Additional Services, and Report to the Customer by Russian Post or by a courier service whichever the Contractor chooses.

6. Customer‘s Materials Intellectual Property

6.1. The Customer shall guarantee and be fully responsible for the compliance of the materials and information it provides to the Contractor for the creation of the Content, including interviews and photo reports created by the Contractor with the direct participation of the Customer (its representatives or persons specified by the Customer) with the applicable law, as well as for the accuracy of such materials and information, the legitimacy of usage of the intellectual property items, personal data and images of citizens, the disclosure of protected information therein, and the observance of rights of third parties, the availability of necessary permits and licenses.

6.2. Unless otherwise provided for by the Mandatory Documents, the Contractor shall transfer (alienate) to the Customer the exclusive right to the Content in full upon the acceptance of the Services, as a result of which the Content has been created.

6.3. The Contractor reserves the right to include the Content in the portfolio and other presentation materials as an example of the services provided.

6.4. The Contractor guarantees that it has obtained the Content authors’ consent for: (1) the Customer’s usage of the Content without indicating the name of the author for each such use and under any name that the Customer deems fit to apply, (2) making any other amendments to the Content.

7. Rejection of Services

7.1. If the Customer rejects all or part of the Main Services for a reason other than poor rendering of the Services or other material breach of the Agreement by the Contractor, and the Parties fail to settle the consequences of such refusal by a written agreement, the following conditions shall apply:

7.1.1. If the Customer rejects before the Parties approve the thesis plan (questions for an interview or a similar plan) of the Content, the Contractor shall have the right to require the Customer to pay compensation in the amount of Fifteen (15%) percent of the cost of the Main Services providing for the creation of such Content. The Contractor shall charge the relevant part of the advance payment as a payment for such compensation, and the remaining part shall be refunded to the Customer.

7.1.2. If the Customer rejects after the Parties approve the thesis plan (questions for an interview or a similar plan) of the Content but before the Customer receives the draft text of the Content for the approval, or creation of the Content in video format, the Contractor shall have the right to require the Customer to pay compensation in the amount of a share of the cost of the Main Services providing for the creation of such Content, pro rata to the share of the services actually provided (for text formats - the share of the text part of the Content that was created before such refusal), but not less than Thirty (30%) percent of the cost of the Main Services. The Contractor shall charge the relevant part of the advance payment as a payment for such compensation, and the remaining part shall be refunded to the Customer.

7.1.3. If the Customer rejects after the Customer receives the draft text of the Content for the approval (for text formats), or the Content in video format is already created, the Customer shall pay to the Contractor compensation in the amount of One hundred (100%) percent of the cost of the Main Services providing for the creation of such Content. The advance payment under the Agreement shall be non-refundable and shall be charged by the Contractor as payment for such compensation.

8. Confidentiality

8.1. Confidential Information shall mean any technical, commercial, financial, analytical, operational or other information or data in any form that has actual or potential commercial value due to its secrecy to third parties, which is not in free access on a legal basis, in relation to which adequate protection measures are taken; at the same time, the Confidential Information shall include, without any limitations, information security and identification tools, statistical information, information on customers, products and services, research results, software and databases, legal and technical documentation, business plans, documents, information memorandums, drafts, originals and copies of any contracts, agreements, assessments, methods of analysis, reports, researches and other documents, in any form, including in electronic form, which contain or in any way reflect such Confidential Information. For the purposes of interpreting this definition, any information provided by the Parties to each other, both in writing and orally, as part of the Services rendering procedure, shall be considered confidential, unless otherwise provided for by these Rules or specified by the transferring Party.

8.2. Confidential Information shall not include information that: (a) has become publicly known or publicly available without breach of confidentiality obligations, or (b) has become known or available to the Parties from any other source without breach of any confidentiality obligations.

8.3. The Parties undertakes not to disclose and/or transfer to any third parties the Confidential Information of the other Party during the entire term of the Agreement and upon its expiry, except for the cases specified herein, determined by the applicable laws of the Russian Federation or separately agreed upon by the Parties in writing, as well as not to use such Confidential Information for purposes conflicting with the purposes of the Agreement.

8.4. Each Party undertakes to comply with the same strict measures of the Confidential Information protection as it would reasonably implement to protect its own Confidential Information.

8.5. Confidential information can be disclosed only to those employees of a Party who need it to perform their job duties. A Party shall not copy, duplicate, record or otherwise reproduce the other Party’s Confidential Information without the prior consent of the other Party.

8.6. Disclosure of Confidential Information shall not be considered a violation of the confidentiality regime, if such information is disclosed at the written request of a state authority, other government body, local government, made within their competence in order to perform their functions and such disclosure to these bodies is mandatory for the Party. At the same time, the disclosing Party must promptly notify the other Party of the such request receipt.

8.7. The provisions hereof unknown to third parties shall be considered Confidential Information and cannot be disclosed to third parties, except in case of business necessity when third parties provide legal, accounting and other professional services to the Party.

8.8. The Parties agreed that the Contractor's transfer of the Information to the ADO shall not be deemed a violation of the trade secret regime and shall not breach the provisions of these Rules regarding non-disclosure of confidential information.

9. Liability of the Parties

9.1. The Parties shall be liable in accordance with the applicable laws for failure to fulfill or improper fulfillment of their obligations under the Agreement.

9.2. The Contractor shall not be liable for the reciprocal fulfillment of obligations regarding the Services rendering in case of late payment for the Services, and in other cases of complete or partial non-performance of the Customer’s obligations under the Agreement, as well as in case of circumstances explicitly indicating that the obligations will not be fulfilled in due time.

9.3. The Contractor shall be liable under the Federal Law "On Advertising" only for the violations that arose through the Contractor’s fault.

9.4. In any case, the Contractor's liability under the Agreement shall be limited to compensation for actual damage caused to the Customer in the amount not exceeding the paid cost of the Services under the relevant Agreement.

10. Force Majeure

10.1. The Parties shall not be held liable for partial or complete non-performance of their obligations under the Agreement, if it was caused by force majeure circumstances arising after the conclusion of the Agreement. Such circumstances, in particular, shall include: acts of God; natural and industrial disasters; acts of terrorism; hostilities; civil unrest; adoption of enactments by public and local authorities that prohibit or restrict the activities of the Parties under the Agreement; other circumstances that cannot be foreseen or prevented in advance and make it impossible to perform obligations of the Parties under the Agreement.

10.2. In the event of force majeure circumstances impeding the performance of obligations under the Agreement, the period for performance of the obligations by the Parties shall be extended pro rata the duration of such circumstances, as well as to the time required to eliminate their consequences, but not more than Sixty (60) calendar days. If the force majeure circumstances remain in force beyond the period above, or it becomes evident to the Parties that the occurred force majeure circumstances will last longer than the said the period, the Agreement shall cease to be effective.

11. Term and Amendments to the Rules

11.1. The Rules shall become effective upon their publication at the Contractor's Website and remain in full force until canceled by the Contractor.

11.2. The Contractor reserves the right to amend and/or cancel the Rules at any time at its discretion. The Customer shall be informed of the amendment or cancellation of the Rules by publishing information thereof on the Contractor’s Website, a relevant notice sent to the email or postal address specified by the Customer at the signing or during the performance of the Agreement, whichever the Contractor chooses.

11.3. Should the Rules be canceled or amended, such amendments or cancellation shall become effective upon notification of the Customer thereof, unless any other effective date is specified in the Rules or the notice provided.

11.4. The documents mandatory for the Parties, as specified in the Rules, shall be approved, supplemented and amended by the Contractor at its own discretion with further notification of the Customer thereof in a manner set for the notification of the Customer about amendments to the Rules.

12. Term of Agreement

12.1. The Agreement shall become effective upon its conclusion in the manner provided for herein, and remain valid until a) the full completion of the Parties’ obligations hereunder, or b) early termination of the Agreement.

12.2. Neither Party shall be liable to the other Party for any losses incurred due to the Agreement termination. Except as expressly provided for in these Rules, the Parties waive any right to receive any compensation or reimbursement with regard to the termination of the Agreement for any reason.

12.3. The obligations of the Parties, which, by their nature or direct instruction, must remain valid, shall remain valid after the termination of the Agreement, including, but not limited to, financial liabilities that arose during the term of the Agreement; obligation for non-disclosure of the Confidential Information.

13. Agreement on the Use of Electronic Signature

13.1. The Parties may use a simple electronic signature when concluding and performing the Agreement, drawing up Proforma Invoices, Reports, and sending messages and notices under the Agreement.

13.2. A simple electronic signature shall mean an electronic signature, which, through the use of the Party's account in the e-mail service or any other electronic information system with the messaging function (electronic signature key), confirms that the electronic signature has been generated directly by the Party.

13.3. If the Parties email an electronic document, it shall be considered to be signed by a simple electronic signature of the sender generated using its account (e-mail address) in the e-mail service. Should an electronic document be emailed, the recipient of the electronic document shall identify the signatory of such document by the e-mail address.

13.4. If the Parties send an electronic document using electronic information systems with the function of exchanging electronic messages (WhatsApp, Telegram, Skype, SMS, etc.), such electronic document shall be considered to be signed by a simple electronic signature of the sender generated using its account in such system. The recipient of the electronic document shall identify the signatory of such document by his/her account in the electronic information system.

13.5. A simple electronic signature shall be verified by sending a corresponding request to the relevant Party.

13.6. The Parties agreed to consider electronic documents signed by a simple electronic signature equivalent to the hardcopy documents signed by a handwritten signature.

13.7. Any actions performed using a simple electronic signature of a Party shall be deemed to be performed by such Party.

13.8. The Parties undertake to keep the electronic signature key confidential. In particular, the Parties shall have no right to provide access to their e-mails and accounts in the electronic information system to third parties, and shall be fully liable for their safety and individual use, while independently choosing the method of their storage and restricting access to them.

13.9. In case of loss or unauthorized access to the e-mail or the account in an electronic information system or disclosure of the authorization data used to access e-mail or the account to third parties, the Party shall promptly notify the other Party thereof in a way allowing to identify the Party as the message sender.

14. Final Provisions

14.1. This Agreement, its conclusion and performance shall be governed by the applicable laws of the Russian Federation. All issues not governed or not fully governed by these Rules shall be governed in accordance with the substantial law of the Russian Federation.

14.2. Disputes arising out of the Rules and/or the Agreement shall be settled in the course of pre-court dispute settlement. Should the Parties fail to reach an agreement, the disputes shall be settled by the Moscow Commercial Court in accordance with the procedural law of the Russian Federation.

14.3. If one or more provisions of the Rules or the Agreement become invalid or illegal for any reason, such invalidity shall not affect the validity of any other effective provision of the Rules or the Agreement.

14.4. Without conflict with the provisions of the Rules, the Parties may at any time execute the concluded Service Agreement in the form of a on paper document containing the text of the Rules as amended upon its execution, the Mandatory Documents specified therein, and the paid up Proforma Invoice.

15. Details of the Contractor

Habr LLC
Location and postal address: 105082, Moscow, Spartakovsky per., 2, bldg. 1, floor/premise/room 3/III/6.
OGRN 5067746892769
INN 7705756279
Tax Registration Reason Code (KPP) 770101001
Settlement account: 40702810922000006014
JSCB Absolut Bank (PJSC), Moscow
Russian Central Bank Identifier Code (BIK) 044525976