General terms and conditions of cooperation

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

The services include market entry and localization support, providing of rights on software and providing of premises for lease, 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 companies being members of SCHNEIDER GROUP (“Company” or “Companies”) to a legal entity or an individual that orders 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 as well as 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 conflict between any provisions of the agreements concluded between Parties, the order of precedence shall be (in order of increasing priority): 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. For the avoidance of 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. For the purposes of provision of the quality of the Services to be rendered, the Company uses the double control principle; therefore all outgoing documentation prepared by the Company’s specialists is reviewed by the Company’s senior staff, which inevitably results in the arising of the work time expenditures in this relation. The double control principle will not result in backing-up of the work to be accomplished but demonstrates the quality management.
2.4. Unless otherwise stipulated in any of the Agreements concluded between the Company and the Client, signing master service or Individual Agreement, the Client hereby gives the consent to the Company to use their firm-name and/or 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, as well as on other marketing and advertising materials of the Company or group of companies SCHNEIDER GROUP.
2.5. The Client is entitled to revoke the consent mentioned in point 2.4. at any time by sending to the Company with which they have concluded an Agreement, a written notice thereof. After the receipt of such notice the Company which has received the notice shall stop using the Client’s firm-name and/or logo.
2.6. The Company shall start rendering services under the concluded Individual Agreement upon receiving from the Client all information, documents etc. required for rendering of such services.

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 be able to carry out the concluded Agreement correctly, and also shall provide the Company with all cooperation which might be reasonably required from the Client by rendering the Services.
3.2. The Client shall duly inform the Company of any facts and circumstances that may be relevant in connection with execution of the concluded Agreement.
3.3. The Client shall guarantee to the Company 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 to the Company any damage incurred due to the breach of guarantees provided in this clause.
3.4. The Client shall pay fees to the Company at the rate 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 the received information from disclosure.
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 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 themselves and procure that its employees, sub-contractors, agents, and other intermediaries engaged in fulfilment of the concluded Agreements comply 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, in particular, shall not directly or indirectly make an offer, payment, promise to pay, or authorize payment, or offer a gift, 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 actions for their benefit (or refraining from conducting any actions), which directly or indirectly relate to the Company or the Client.
6.2. The Client undertakes, within a reasonable term, to provide 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, to grant access to representatives of the Company to the Client’s premises, personnel, databases, books, records and any other documents, as reasonably required to verify the Client’s compliance with obligations established by this clause. The Client shall keep, for a minimum of five (5) years, 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.
6.3. Failure to comply with any of obligations set forth in this clause shall entitle the Company to terminate any of the concluded Agreements immediately due to material breach.
6.4. The present clause shall be in force if there is any Agreement with at least one of SCHNEIDER GROUP Companies and remain valid for 5 (five) years following the termination of contractual obligations.

7. APPLICABLE LAW AND DISPUTE RESOLUTION

7.1. Unless otherwise stipulated in any of the Agreements concluded between the Company and the Client, the Agreements shall be governed by and construed according to the law 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 means of negotiations.
7.3. If no agreement is reached by means of negotiations, all disputes, disagreements and conflicts arising out of or in connection with fulfillment of the concluded Agreement, violation or termination thereof 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 concluded Agreement, in whole or in part caused by the 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. For the avoidance of doubt, the introduction of new or toughening of existing sanctions by foreign states is not considered as a suspensive or resolutory condition of concluded Agreements. If, in the opinion of one of the Parties, the execution of the Agreement becomes impossible in the abovementioned circumstances, the Parties undertake to enter into negotiations in order to discuss the reasonability of changing or terminating the legal relations between them.

10. FINAL PROVISIONS

10.1. The Agreements shall be executed in two copies of equal legal force, one for each Party.
10.2. The Agreements shall be concluded in English (or German) and the national language of the state at the place of incorporation of the Company which renders the Services. In case of any inconsistency between versions 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. If any provision of the Agreement is or becomes unenforceable or illegal, the remaining provisions of the Agreement shall retain full legal force.
10.4. 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.
10.5. 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 its signing.
10.6. Insofar as the provisions of these GTC do not regulate certain matters, relevant statutory provisions of applicable law shall apply.
10.7. This GTC are published on the Company’s website at the link: www.schneider-group.com/general_terms_and_conditions
The Company shall have the right to amend these GTC at any time by publishing an amended version.
10.8. These GTC shall apply to relationships between the Parties provided that they are included in the text of the relevant Agreement by reference.

Date of publication: 17.09.2020