This version of the Agreement is only for informational use – the only valid version is the Russian one.
AGREEMENT
of rendering of intermediary services of the domain name registration in the Internet
Open Contact Limited Liability Company (hereinafter referred to as the Registrar) represented by Andrei Alexandrovich Ivanov, director, acting on the basis of the Charter, on the one part, and foreign legal entity (hereinafter referred to as the Intermediary), on the other part, have agreed as follows:
This Agreement shall be an affiliation agreement (Civil Code of the Republic of Belarus, Article 398) and shall not constitute a public agreement. The text hereof has been approved by the Registrar and shall be made available to the Intermediary for familiarisation prior to the conclusion procedure at the Internet address https://domain.by. The Intermediary shall be considered to have concluded this Agreement upon acceptance of the terms and conditions hereof as a whole after receiving the Registrar’s offer.
1. DEFINITIONS USED IN THE AGREEMENT
1.1. The Intermediary shall mean any foreign legal entity authorised by the Registrar to conclude, on behalf and at the expense of the Registrar, agreements stipulating registration/renewal of the domain name registration in the national domain zone for the Applicants, upon which the rights and obligations shall vest in the Registrar.
1.2. An Intermediary Service shall mean a service aiming to attract potential Applicants to be rendered services of registration/renewal of the domain name registration in the national domain zone by concluding relevant agreements in the form set by the Registrar.
1.3. An Applicant shall mean a foreign legal entity or foreign individual entrepreneur as well as a citizen or a national of a foreign state, a person destitute of citizenship (nationality) having no permit for permanent residence in the Republic of Belarus, who apply to the Intermediary for the domain name registration.
1.4. The Service Control Panel (hereinafter referred to as SCP) shall mean an interface for interaction between the Intermediary, including sending Applicants’ service requests, and the Registrar during provision and consumption of the Registrar’s services organised at the information resource of the Registrar at the Internet address https://domain.by. Access to the SCP shall be provided with the use of authorisation (login and password).
1.5. The Personal Account of the Intermediary (hereinafter referred to as the Personal Account) shall mean a SCP section informing the Intermediary about the monetary funds contributed by the Intermediary to the settlement account of the Registrar and intended for the accounting such funds and their writing off by the Intermediary for payment for the Registrar’s services. The Personal Account has a number assigned during registration at the Registrar’s information resource at the Internet address https://domain.by.
1.6. Payment for services by the Intermediary’s shall mean transfer of monetary funds received from the Applicants for relevant Registrar’s services by the Intermediary to the Registrar according to the procedure and within the terms set by this Agreement.
2. SUBJECT OF THE AGREEMENT
2.1. The Registrar shall entrust and the Intermediary, for the purpose of attracting potential Applicants, shall commit to perform, on a fee basis, the following legal actions on behalf and at the expense of the Registrar (hereinafter referred to as Assignment).
2.1.1. conclude agreements with the Applicants for rendering one of the services according to the form of Agreement for the services of the domain name registration in the Internet through an Intermediary (Attorney), set by the Registrar and available at the Internet address https://domain.by.
2.2. Rights and obligations under agreements concluded by the Intermediary within execution of the Assignment shall vest in the Registrar.
2.3. The Intermediary shall inform the Registrar about concluding the Agreement with the Applicant according to clause 2.1.1 hereof through filling a prescribed Application form at the SCP.
2.4. On the Intermediary’s Application, the Registrar renders one of the services under the Agreement for services of the domain name registration in the Internet through an Intermediary (Attorney), available at the Internet address https://domain.by, to the Applicant indicated by the Intermediary in the Application.
2.5. The domain name shall be indicated by the Intermediary in the Application for the domain name registration.
2.6. The Intermediary shall insert Information about the Applicant in the SCP.
2.7. While rendering and using the said services or using any domain name, both the Registrar and the Intermediary shall follow the Instructions on the procedure of domain name registration in the field of hierarchical names of the national segment of the Internet network (hereinafter referred to as the Instruction), approved by Order of the Operational And Analytical Centre of the President of the Republic of Belarus No. 47 dated June 18, 2010.
3. PROCEDURE OF CONCLUDING THE AGREEMENT
3.1. Using the e-mail address info@domain.by, the Registrar shall send the Intermediary, to the Intermediary’s contact e-mail registered in the SCP, an offer to conclude an agreement permitting the latter to render intermediary services of the domain name registration in the Internet to its Applicants.
3.2. If the Parties come to an agreement, the Intermediary shall send an application in the prescribed form asking for permission to provide intermediary services of the domain name registration in the Internet to its Applicants, thus accepting the agreement.
3.3. The Agreement shall be deemed to have been concluded immediately after the Registrar handles the Intermediary’s application according to clause 3.2. hereof except for the cases listed in clause 3.4. hereof. To confirm the conclusion of the Agreement, the Registrar shall provide the Intermediary with a power of attorney for concluding agreements for the domain name registration in the national domain zone with the Applicants on behalf of the Registrar and shall send it to the Intermediary’s e-mail address indicated in the SCP registration form.
3.4. Acceptance of the changed conditions of the Agreement by the Intermediary who has concluded the Agreement for rendering of intermediary services of the domain name registration in the Internet with the Registrar prior to coming into effect of this wording of the Agreement is determined by clause 12.5. of the Agreement. To confirm the conclusion of the Agreement with the changed conditions, the Registrar shall provide the Intermediary with a power of attorney for concluding agreements for the domain name registration in the national domain zone with the Applicants on behalf of the Registrar and shall send it the Intermediary’s e-mail address indicated in the SCP registration form.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Registrar shall:
4.1.1. Render services of the domain name registration to the Applicants upon the Intermediary’s Application.
4.1.2. Perform technical arrangements, without undue delay, to enter, modify and provide information necessary for functioning of the domain names registered under the Intermediary’s Applications for the Applicants.
4.1.3. No later than the last day of each reporting period, the Registrar shall transfer the remuneration payable to the Intermediary hereunder to the Intermediary’s Personal Account, simultaneously performing the functions of a tax agent, as provided for by the current laws of the Republic of Belarus, through deducting from the above remuneration payable to the Intermediary as is provided for by clause 7.1. hereof the income tax imposed on the Intermediary in case the Intermediary is a non-resident of the Republic of Belarus.
4.2. The Intermediary shall:
4.2.1. Take all practicable measures to ensure the safety of the login and password for access to the SCP.
4.2.2. Immediately inform the Registrar of any suspected unauthorised use of the login and the password to access the SCP.
4.2.3. Inform the Registrar about the change in its details and Applicants’ details not later than seven calendar days from the date of such changes in the manner specified in clause 13.3.2. hereof.
4.2.4. At the request of the Registrar furnish any and all documents (both original documents and their duly certified copies), proving the authenticity of the details necessary to register a domain name as well as authenticity of the details of the domain name administrator (Applicant) put in the register, including proof of identity for individuals and individual entrepreneurs, documents on state registration (extract from the commercial register of the country of foundation or any other proof of legal status in compliance with the legislation of the country of foundation (registration), if necessary) for legal entities and individual entrepreneurs, within three calendar days from getting such request.
4.2.5. Ensure completeness and authenticity of information on the Applicant registered in the SCP.
4.2.6. Annually update data on the Applicant and insert all necessary updates into the SCP.
4.2.7. On behalf of the Registrar conclude agreements for domain name registration in the national domain zone with the Applicants exclusively in terms of the Agreement for rendering of services of the domain name registration in the Internet through an Intermediary (Attorney) available at the Internet address https://domain.by.
4.2.8. On behalf of the Registrar sign and draw Report for provided services to the Applicants.
4.2.9. Transfer monetary funds acquired from the Applicants for the corresponding services of the Registrar to the Registrar’s account in the manner and time provided by this Agreement.
5. LIABILITY OF THE PARTIES
5.1. The Registrar shall bear liability for any non-execution of its obligations hereunder, with such liability limited to the cost of the service paid for by the Intermediary.
5.2. In accordance with the applicable laws of the Republic of Belarus the Intermediary shall be liable for any non-execution of its obligations as is provided hereof.
5.3. The Registrar shall not bear any liability for any and all effects (including, among other things, any infringement of the rights to trademarks, service marks, firm-names or to any other intellectual property), which may entail the use of a domain name.
5.4. The Intermediary shall be liable for any and all activities on the Internet carried out by the Intermediary himself or any third party using the login and the password to access the SCP, including, among other things, any damage to the Intermediary, the Registrar or any third party resulting from the loss of the login and password.
6. DISCLAIMER AND LIMITATION OF LIABILITY
6.1. The Intermediary hereby shall accept the fact that the Registrar shall not operate or control the Internet. In this regard, the Registrar shall not give to the Intermediary any guarantee obligations or representations, express or ambiguous, regarding the use of the domain name in the Internet, including (but not limited to) the continuity, timeliness, security, correctness, accuracy, satisfactory quality, exact solution of specific tasks and conditions of the Intermediary.
6.2. The Registrar shall not be liable for any non-execution of its obligations to register a domain name should less than three days be left from when the Intermediary’s payment is identified to when the registration term is over or a domain name is excluded from the register.
7. COST OF SERVICES. PROCEDURE OF SETTLEMENTS AND ACCOUNTING
7.1. The amount of remuneration for the Intermediary shall be determined by Annex 1 to the Agreement “Remuneration by the Agreement for rendering of intermediary services of the domain name registration in the Internet”.
7.2. For the purpose of mutual settlements the parties shall consider:
7.2.1. a quarter (January–March, April–June, July–September, October–December) to be the reporting period for the Intermediary’s executing of the Assignment and payment of the remuneration for the Intermediary;
7.2.2. USD, EUR, RUB or BYN to be payment currencies for non-residents;
7.2.3. the Republic of Belarus to be the place for rendering services by the Registrar;
7.2.4. location of the Intermediary to be the place for rendering services by the Intermediary.
7.3. A Report of the Intermediary on execution of the Assignment of the Registrar within the Agreement shall be formed no later than the last day of each accounting period determined by clause 7.2.1. hereof.
7.4. A remuneration payable to the Intermediary shall be passed to the Intermediary’s Personal Account.
7.5. A Report of the intermediary services rendered hereunder shall be deemed to have been accepted and signed by both Parties unless either Party does not send its complaints to each other subject to the provisions of clause 8.2. hereof within five working days from the end date of the reporting period determined by clause 7.2.1. hereof.
8. CORRESPONDENCE AND RELATIONS OF THE PARTIES
8.1. Operational correspondence (notifications, enquiries and consultations) shall be carried out through electronic mail.
8.2. Formal correspondence (applications, offers, complaints and requests) arising out of this Agreement shall be drawn up in writing and shall be sent to the other Party by mail or delivered to it by a courier. The date of receipt of any mail shall be the fifth working day following the date of mailing which is to be determined by the postmark of the respective post-office.
8.3. Applications for administrative procedures carried out by the Registrar submitted in paper form are valid 30 calendar days from the date of signing by the Applicant. Should this term expire the Registrar shall not accept or process any applications.
8.4. The Parties shall take any notification and/or message sent by the Registrar from the contact e-mail address indicated in clause 13.1. hereof to the Intermediary’s contact e-mail address registered in the SCP to be legally binding.
8.5. In their mutual relations the Parties shall be governed by the applicable laws of the Republic of Belarus. The law applicable to the Agreement is the law of the Republic of Belarus.
8.6. The Intermediary shall forward its complaints executed in accordance with the provisions of clause 8.2. hereof to the Registrar no later than five working days from the end date of the reporting period determined in clause 7.2.1. of the Agreement.
8.7. Any and all unsettled differences arising out of this Agreement shall be referred to the Economic Court of the city of Minsk for hearing. Any and all court documents shall be drawn up in Russian. Either Party shall send a letter of complaint to the other Party prior to lodging a claim with this other Party which is to write back within 30 calendar days.
9. FORCE MAJEURE
9.1. In case of occurrence of force majeure circumstances which includes natural disasters, accidents, fires, riots, strikes, military actions, illegal actions of third parties, entry into force of legislative acts, executive orders and prescriptions of governmental organisations, directly or indirectly prohibiting the activities specified in the Agreement that affect the implementation by the Registrar and/or the Intermediary of its functions under the Agreement and other circumstances beyond the expression of the will of the Registrar and the Intermediary, they shall be exempted from liability for failure to perform or improper performance of their obligations.
10. PROCEDURE OF LIAISON BETWEEN THE PARTIES
10.1. The Intermediary informs the Registrar about concluding the Agreement with the Applicant in compliance with provisions of clause 2.1.1. hereof through filling and submitting an Application in the prescribed form in the SCP, in which he states which kind of services the Applicant ordered, payment for primary registration or domain renewal.
10.2. The Intermediary shall pay for the primary or renewal domain name registration on its own by distributing the monetary funds from its Personal Account or on the basis of the invoice (order).
10.3. In case the rights to the administration of a domain name are assigned to any third party or in case of domain name transfer, an application in the prescribed form shall be forwarded by the Intermediary.
10.4. At the Application of the Intermediary the Registrar renders the following services to the Applicants:
10.4.1. primary domain name registration after payment for the services by the Intermediary in compliance with clause 10.2., 10.6. or 10.7. hereof on condition that the domain name is available for registration.
10.4.2. renewal of domain name registration after payment for the services by the Intermediary in compliance with clause 10.2., 10.6. or 10.7. hereof on condition that the domain name is not excluded from the register and the Applicant shall be the administrator of the domain name.
10.5. Refilling of the Personal Account in the SCP:
10.5.1. The Intermediary shall refill its Personal Account performing the payment which allows the Registrar to identify it in accordance with clause 10.5.2. hereof.
10.5.2. The following data extracted from a related payment document – the number of the Intermediary’s Personal Account and the Intermediary’s details – shall help the Registrar identify any payment as that made by the Intermediary. When payment is made through a payment system, the Registrar shall identify any payment as the one done by the Intermediary by the number of the Personal Account indicated in a related payment document.
10.5.3. The date of payment identification shall be the date on which the Registrar’s bank will present payment documents making it possible to identify any payment as that made by the Intermediary.
10.5.4. The Registrar shall reflect the monetary funds on the Personal Account of the Intermediary within 3 working days from the date of the payment identification.
10.5.5. The monetary funds reflected on the Personal Account but not written off by the Intermediary shall not constitute a commercial loan.
10.6. Payment for the services on the basis of the invoice (order):
10.6.1. The Intermediary shall perform the payment which allows the Registrar to identify it in accordance with clause 10.6.2. hereof.
10.6.2. The Registrar shall identify the Intermediary’s payment on the basis of the following details from the payment document: the domain name, Intermediary’s details, invoice number (order number). When payment is made through a payment system, the Registrar shall identify any payment as the one done by the Intermediary by the domain name or order number indicated in a related payment document.
10.6.3. The date of payment identification shall be the date on which the Registrar’s bank will present payment documents making it possible to identify any payment as that made by the Intermediary.
10.7. The Registrar has the right to render intermediary services of the domain name registration on terms of deferment of payment (credit payment method). At the same time the Intermediary undertakes to pay debt on the services rendered for the previous calendar month via refilling of the Personal Account according to clause 10.5. hereof no later than on the 15th day of the month following the month of rendering services.
The most allowable value of negative balance on a Personal Account of the Intermediary is established by the Registrar in an individual order.
10.8. The service of the domain name registration shall be deemed to have been rendered from the date of the Registrar’s performance of its obligations in accordance with clause 10.4. hereof.
10.9. The services shall be of an indivisible character and shall be accepted by the Registrar for recording from the date of the Registrar’s performance of its obligations in accordance with clause 10.4. hereof.
10.10. The fact of provision of the service by the Registrar shall be confirmed by putting the details of the registered domain name and its administrator in the register of the national domain zone and fixed in the Report for provided services which is formed and drawn by the Intermediary on the last day of the reporting month being the month of actual rendering of services, in compliance with clause 4.2.8. hereof.
10.11. The period of the domain name registration shall make one or two years and shall commence from the date of payment for primary registration according to clause 10.2., 10.6. or 10.7. hereof.
10.12. The period of the domain name registration may be extended for another one or two years provided such extension service is paid for in accordance with clause 10.2., 10.6. or 10.7. hereof.
10.13. Should the rights of the administration of a domain name be assigned or the domain name transferred from another Registrar, the period of the domain name registration shall constitute the balance of the unexpired registration period indicated in the register.
10.14. Should there be no applications for renewal of the domain name registration after the term of the agreement for domain registration has expired, administration and delegation of this domain is suspended until the Registrar receives an application for renewal and payment from the Intermediary for the service of renewal of the term of registration, but no longer than for 30 days.
10.15. Upon expiration of the term determined in clause 10.14. hereof and if there is no application for renewal and payment from the Intermediary, such domain shall be excluded from the register and may be put up for registration at an auction held by the technical administrator of the national domain zone in the order agreed upon with the administrator of the national domain zone.
10.16. Exchange of documents between the Registrar and the Intermediary including (but not limited by) granting of the power of attorney, invoices, reports for provided services and other shall be executed through electronic mail. Electronic-format documents shall be made available to the Intermediary through the SCP. In case of necessity the Intermediary may get authentic documents from the Registrar.
10.17. Should this Agreement be terminated early, the funds paid by the Intermediary for primary and/or renewal domain name registration shall not be refunded in any way and the Registrar’s obligations to render services of primary and/or renewal domain name registration shall be deemed to have been performed.
11. TERM OF VALIDITY AND PROCEDURE OF TERMINATION OF THE AGREEMENT
11.1. This Agreement shall become effective from when concluded (clause 3.3., 3.4.) and shall be valid till the end of the current calendar year. If neither Party terminates its relations hereunder, this Agreement shall be considered to have been extended for a new calendar year.
11.2. Either Party shall be entitled to early termination hereof by sending a written notice of termination to the other Party no later than 30 calendar days prior to termination.
11.3. In case of early termination hereof and within the term agreed upon the Intermediary undertakes to inform its Applicants of the necessity to have a renewal domain name registration by the Registrar or any other Intermediary.
11.4. Early termination of the Agreement initiated by either Party as well as expiration of the Agreement shall automatically cease the term of duration of the power of attorney granted by the Registrar to the Intermediary within the Agreement.
11.5. Termination of the Agreement does not entail termination of obligations of the Parties incurred prior to the termination date.
12. PROCEDURE OF INTRODUCTION OF CHANGES INTO THE AGREEMENT
12.1. The Registrar shall be entitled to introduce changes into the Agreement unilaterally.
12.2. The changes introduced into the Agreement shall enter into force three calendar days after the posting a new edition of the Agreement at the information resource of the Registrar at the Internet address https://domain.by.
12.3. The changes introduced into the Agreement by the Registrar due to the changes of normative legislative acts shall enter into force from the date of entry into force of these normative legislative acts.
12.4. Changes introduced to Annex 1 to the Agreement “Remuneration by the Agreement for rendering of intermediary services of the domain name registration in the Internet”, shall enter into force after the posting a new edition of the Annex at the information resource of the Registrar at the Internet address https://domain.by.
12.5. The Intermediary shall trace any and all alterations that may be introduced to the Agreement and Annex 1 on the Registrar’s information resource at the Internet address https://domain.by. Continued use by the Intermediary of the Registrar’s services shall mean the Intermediary’s acceptance of the altered conditions of the Agreement/Annex 1.
13. DETAILS OF THE PARTIES
13.1. The Registrar’s details:
| Name of the organization: | Open Contact Ltd. |
|---|---|
| Postal address: | PO Box 86, 220004 Minsk-4, Belarus |
| Registered address: | 17 Kalvariyskaya St., office 518, Minsk |
| Telephone: | +375 (17) 388-28-85 |
| E-mail: | info@domain.by |
| For payment in в BYN: | IBAN: BY74BLBB30120100008738001001 BSC No. 537 of Belinvestbank JSC, 5 Mogilyovskaya St., Minsk, Belarus, BIC: BLBBBY2X |
| For payment in USD, EUR, RUB: (*for non-residents of Belarus only) |
IBAN: BY50OLMP30120000537040000840 – USD BY10OLMP30120000537040000978 – EUR BY34OLMP30120000537040000643 – RUB Belgazprombank, 60/2 Pritytsky St., Minsk, Belarus, BIC: OLMPBY2X |
| TIN: | 100008738 |
13.2. The Intermediary shall insert its own details and those of the Applicant through the SCP.
13.3. Should any detail be updated, the Parties shall inform each other as follows:
13.3.1. The Registrar shall include its updated details in the text of this Agreement available on the Registrar’s information resource at the Internet address https://domain.by.
13.3.2. The Intermediary shall introduce any update in its details available in the SCP or shall inform the Registrar of such updates in writing in accordance with clause 8.2. hereof in terms determined by clause 4.2.3. hereof.
Annex 1
Remuneration by the Agreement for rendering of intermediary services of the domain name registration in the Internet
shall be valid from March 1, 2017.
The amount of remuneration to be paid under the Agreement of rendering of intermediary services of the domain name registration in the Internet for the reporting period
| Remuneration amount, inclusive of taxes, for non-residents of the Republic of Belarus | BYN 1.00 USD 1 EUR 0.8 RUB 40 |