General terms and conditions of cooperation

The SCHNEIDER GROUP group of companies provides its clients with the back office services they need to expand their business into or within Armenia, Belarus, Kazakhstan, Poland, Russia, Ukraine, and Uzbekistan.

The services include market entry and localization support, providing software rights, leasing office space, accounting outsourcing, tax consulting, import, implementation of ERP systems, support in dispute settlements, advice on a broad range of legal issues including, but not limited to, compliance, migration, labor, contract, and corporate law, as well as other services (“Services”).

1. SCOPE

1.1. This document establishes the general terms and conditions of cooperation (“GTC”) which govern the rendering of all types of Services by member companies of SCHNEIDER GROUP (“Company” or “Companies”) to a legal entity or an individual ordering the Services from the relevant Company (“Client”) (collectively the “Parties”, and each a “Party”) in Armenia, Belarus, Kazakhstan, Poland, Russia, Uzbekistan, and Ukraine.
1.2. The Parties agree and sign master service agreements and individual agreements for particular Services rendered by the relevant Company (“Individual Agreements”), which specify the subject matter and other essential terms of relationships between the Parties.
1.3. In the event of any discrepancies between provisions of the agreements concluded between Parties, the order of precedence shall be (in order of increasing priority) the following: 1) these GTC; 2) master service agreements; 3) additional agreements to master service agreements; 4) Individual Agreements; 5) additional agreements to the Individual Agreements.
1.4. To avoid doubt, the term “agreement” used herein refers to master service agreements and Individual Agreements, unless expressly stated otherwise.

2. MANNER OF COOPERATION

2.1. The Company shall have the right to determine the responsible person who will interact with the Client in the course of cooperation and the procedure for communication during the performance of the concluded agreements.
2.2. The Company shall render the Services with due skill, care, and diligence in accordance with the concluded agreement.
2.3. To ensure the quality of the Services rendered, the Company uses the dual control principle; therefore all outgoing documentation prepared by the Company’s specialists is reviewed by the Company’s senior staff, which inevitably results in increasing the working time charged. The principle of dual control does not lead to the duplication of work, but is an aspect of quality management.
2.4. Unless otherwise stipulated in any concluded master service or Individual agreement between the Company and the Client, the Client hereby gives the consent to the Company to use their firm name and logo free of charge exclusively for marketing and advertising purposes, in particular, to use the Client’s firm name on the Company’s website, brochures, stands, and other marketing and advertising materials of the SCHNEIDER GROUP group of companies.
2.5. The Client is entitled to revoke the consent specified in p. 2.4. at any time by sending the Company with which they have concluded an agreement a written notice. After the receipt of such notice, the Company which has received the notice shall stop using the Client’s firm name and logo.
2.6. The Company shall start rendering services under the concluded Individual Agreement upon receiving all information, documents, etc. required from the Client.

3. CLIENT’S OBLIGATIONS

3.1. The Client shall duly make available to the Company all information and documents that the Company deems necessary to carry out the concluded agreement correctly, and also shall provide the Company with all cooperation which might be reasonably required from the Client to render the Services.
3.2. The Client shall duly inform the Company of any facts and circumstances that may be relevant in connection with executing the concluded agreement.
3.3. The Client shall guarantee and be responsible for the correctness, completeness, and authenticity of any information provided to the Company. The Company is not obliged to check the validity and authenticity of information and documents received from the Client unless otherwise expressly agreed by the Parties in writing. The Client shall reimburse the Company any damages incurred due to the breach of guarantees provided in this clause.
3.4. The Client shall pay for the Company’s Services at the rates and under the terms specified in the concluded agreement.

4. CONFIDENTIALITY

4.1. The Parties shall keep all the information received in the process of fulfilling the concluded agreements strictly confidential, and take every effort to prevent disclosure of the received information.
4.2. The Company shall not be liable for disclosure of information to any state authority entitled to request such information pursuant to the legislation of the country where the respective Company is incorporated.
4.3. Any information transferred by the Client to one of the SCHNEIDER GROUP Companies can be transferred by it to any other Company of the group.

5. INTELLECTUAL PROPERTY

5.1. Unless otherwise agreed between the Parties in the agreements, the Client shall have exclusive rights to any protected results of intellectual activity and means of individualization of goods (works, services), including, but not limited to, software, graphic works, designs, photographic works, sketches (drawings) of models, media content (works of infographics, animation works, audiovisual works), as well as objects derived from them, created by the Company when fulfilling its obligations under the agreement and / or resulting from the adaptation (modification, processing) of any materials provided by the Client.

6. ANTI-CORRUPTION CLAUSE

6.1. The Parties shall comply and ensure the compliance of its employees, sub-contractors, agents, and other intermediaries engaged in fulfilling the concluded agreements with all applicable anti-bribery and anti-corruption laws, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, national anti-bribery and anti-corruption laws in accordance with the applicable law, and in particular, shall not directly or indirectly make offers, payments, promises to pay, authorize payments, offer gifts, promise to give or authorize the giving of anything of value for the purpose of influencing an act or decision of any official (including the decision not to act) or inducing any such official to use his or her influence to affect any act or decision. Each of the Parties shall also undertake not to accept any money or other things of value from any third parties as inducement or reward for granting favorable conditions and conducting (or refraining from conducting) any actions for their benefit which directly or indirectly relate to the Company or the Client.
6.2. The Client undertakes to provide within a reasonable period of time any information and documents upon request of the Company related to measures and actions taken by the Company in order to comply with the obligations set forth in this clause, including granting access to representatives of the Company to the Client’s premises, personnel, databases, books, records, and any other documents reasonably required to verify the Client’s compliance with obligations established in this clause. The Client shall keep detailed, accurate, and up-to-date records of the steps taken by them to comply with applicable anti-bribery and anti-corruption laws and with rules stipulated by this clause for a minimum of five (5) years.
6.3. Failure to comply with any of the obligations set forth in this clause shall entitle the Company to terminate any concluded agreement immediately due to material breach.
6.4. This clause shall be effective if there is any agreement with at least one of SCHNEIDER GROUP Companies and remain valid for 5 (five) years following the termination of a contractual relationship.

7. APPLICABLE LAW AND DISPUTE RESOLUTION

7.1. Unless otherwise stipulated in any agreement concluded between the Company and the Client, the agreements shall be governed by and construed according to the laws of the state where the Company rendering the Services is incorporated.
7.2. In case of any disputes, the Parties shall take every effort to resolve the matter by negotiation.
7.3. If no agreement is reached through negotiation, all disputes, disagreements, and conflicts arising out of or in connection with fulfilling, violating, or terminating the concluded agreement shall be referred to the competent state court at the defendant’s location.

8. FORCE MAJEURE

8.1. The Parties shall not be liable for any delay in performance or for non-performance of obligations under the concluded agreement, in whole or in part caused by occurrence of any circumstances beyond control of the Parties (Force Majeure), including but not limited to war, fire, floods, earthquakes, storms or other natural disasters, strikes, insurrection or other act of civil disobedience, acts of any government bodies or any other extraordinary circumstances which the Parties cannot foresee and prevent and which impede the fulfillment of obligations.
8.2. The Party citing Force Majeure shall, immediately but in any case not later than 14 (fourteen) days after its onset, notify the other Party thereof in writing. Such notification shall contain information about the nature of the Force Majeure circumstances and, to the extent possible, an assessment of its impact on the ability of the Party invoking it to perform its obligations under the agreement, as well as an estimate of the expected duration of the Force Majeure circumstances. At the same time, the Parties shall perform all their other obligations not affected by the Force Majeure.
8.3. If the Force Majeure circumstances persist for more than 3 (three) months, or if there are sufficient grounds to believe that their duration will exceed 3 (three) months, the Parties shall immediately begin negotiations and agree on such changes to the terms of the agreement as required by the Parties to continue performing their obligations under the agreement under conditions as close as possible to the originally existing conditions.
8.4. The occurrence of Force Majeure must be confirmed by the authorized state body of the country in which such circumstances have occurred.

9. SANCTIONS CLAUSE

9.1. The Parties shall not be liable for the failure to perform, or improper performance of, the relevant agreement in the event that the fulfillment of obligations thereunder becomes impossible as a result of the introduction of new or toughening of existing sanctions by foreign states.
9.2. To avoid any doubt, the introduction of new or toughening of existing sanctions by foreign states shall not be considered a suspending or resolving condition of concluded agreements. If in the opinion of one of the Parties executing the agreement becomes impossible in the abovementioned circumstances, the Parties undertake to enter into negotiations in order to discuss changing or terminating the legal relations between them.

10. FINAL PROVISIONS

10.1. Agreements shall be executed in two copies of equal legal force, one for each Party.
10.2. Agreements shall be concluded in English (or German) and the national language of the state of incorporation of the Company rendering the Services. In case of discrepancies between the texts of agreements in different languages, the text in the national language of the state where the Company rendering the Services is incorporated shall prevail.
10.3. No changes, modifications, or amendments to the concluded agreements shall be valid and binding on the Parties unless introduced by a respective written agreement signed by the authorized representatives of the Parties.
10.4. If the Parties send the duly signed agreement via facsimile, fax, or send a scanned copy via e-mail, such copy shall be deemed to be effective, and considered to be an original of the agreement up until the moment the original copy of the Agreement is received by the Parties. However, in any case, the Parties undertake to provide each other with the originals of the agreement within 20 (twenty) days of the date of signing.
10.5. Insofar as the provisions of these GTC do not regulate certain matters, relevant statutory provisions of applicable law shall apply.
10.6. These GTC are published on the Company’s website at: www.schneider-group.com/general_terms_and_conditions.
The Company shall have right to amend these GTC at any time by publishing an amended version.
10.7. These GTC shall apply to relationships between the Parties provided that they are included in the text of the relevant agreement by reference.