“Yandex Direct” Service Offer
- 1. TERMS AND DEFINITIONS
- 2. SUBJECT MATTER OF THE AGREEMENT
- 3. USE OF YANDEX DIRECT SERVICES
- 4. COST OF THE SERVICES AND PAYMENT TERMS
- 5. ACCEPTANCE OF THE OFFER AND ENTERING INTO THE AGREEMENT
- 6. THE OFFER TERM. AMENDMENTS TO THE OFFER TERMS AND CONDITIONS
- 7. TERM AND AMENDMENTS TO THE AGREEMENT
- 8. SUSPENSION OF THE SERVICES. AGREEMENT TERMINATION
- 9. WARRANTIES
- 10. LIABILITY AND LIMITATION OF LIABILITY
- 11. INDEMNITY
- 12. GOVERNING LAW AND DISPUTE RESOLUTION
- 13. ANTI-CORRUPTION CLAUSE
- 14. MISCELLANEOUS
- 15. Yandex Details:
This document is a translation of “Yandex Direct” Service Offer in English. In case of conflict between the Turkish version of “Yandex Direct” Service Offer and this translation - only the Turkish version is legally binding. The Turkish version of “Yandex Direct” Service Offer can be found here: https://yandex.com.tr/legal/offer_direct/tr/.
İstanbul, Republic of Türkiye
The present document constitutes the offer of Büyük Reklam Çözümleri Limited Şirketi (hereinafter – “Yandex”) to enter into the Yandex Direct Service Agreement on the following terms and conditions.
1. TERMS AND DEFINITIONS
1.1. For the purpose of this Agreement the following terms shall have the following meaning:
Accounting Period shall mean a calendar month during which Yandex provided Advertiser with the Services.
Advertisement shall mean advertising information and a Link provided by the Advertiser as part of a specific Advertising Campaign to draw attention to the advertised product and(or) service.
Advertiser shall mean a person that enters into a contractual relationship with Yandex under Section 7.1 and irrevocably and unconditionally accepts these Offer. The Advertiser shall be a customer, who orders Yandex Direct Services under the Agreement and bears responsibility for all its activities and activities of its representatives in Client web-interface.
Advertising Campaign shall mean the aggregate of Advertisements ordered by the Advertiser with respect to which the Services are rendered under the Agreement in accordance with the terms and conditions for placing Advertisements set out by the Advertiser. Each Advertising Campaign has a unique number assigned by Yandex upon its creation by the Advertiser, and may contain one or more Advertisements.
Advertising Space shall mean a place allocated on a web page design for placing (displaying) Advertisements.
Agreement shall mean an agreement between the Advertiser and Yandex for rendering Yandex Direct Services, which shall be entered into by the Offer Acceptance.
Client web-interface shall mean a program interface for interaction of the Advertiser with Yandex Direct service. Client web-interface contains information about Advertiser, statistics and other data of Yandex Direct Services and offers opportunities for remote interaction of the Parties within the Agreement (making and copying the Advertisements, managing the Advertising Campaign, selection of key words, fixing Bids and other services). Client web-interface shall be available for the Advertiser after authorization using of login and password of the Advertiser at Yandex Websites via application programs (including programs for digital devices) or API.
Link shall mean a text link or image included in an Advertisement, which leads the Users who clicked on it to:
(a) an information resource (website) on the Internet which address (URL) is stated by the Advertiser for the Advertisement (“Link to a website”); or
(b) a specific web page, which contains contacts provided by the Advertiser for such an Advertisement, and other information about (but not limited to) the object of advertising and(or) about the Advertiser, and(or) to the chat mode where the User may in his/her sole discretion make a call at a contact phone number specified by the Advertiser (“Link to contacts”).
Losses shall mean any and all liabilities, costs, expenses, damages, fines and losses (including but not limited to any direct, indirect or consequential losses, loss of profit and loss of reputation) and all interest, penalties, legal costs and all other reasonable professional costs and expenses (each calculated on a full indemnity basis).
Offer shall mean this document “Yandex Direct” Service Offer located on the Internet at https://yandex.com.tr/legal/offer_direct
Offer Acceptance shall mean complete and unconditional acceptance of the Offer by performing actions specified in Clause 5 below. An Agreement shall be entered into upon the Offer Acceptance.
User shall mean a visitor of Internet information resources.
Yandex’s Websites shall mean information resources of Yandex located on the Internet.
Yandex Direct Website shall mean the site located on the Internet at http://direct.yandex.com.tr
Yandex Statistics shall mean the information generated via the Yandex automated tracking system. Yandex Statistics shall be computed based on, inter alia, results of processing queries and Users’ Clicks.
1.2. The Offer can use other terms, which are not mentioned in Clause 1.1 above. In this event such terms shall be interpreted according to the Offer. In case of ambiguity in interpretations of a term in the Offer the term shall be interpreted as defined: primarily – in the applicable law, secondarily – as may be described or defined on the Yandex Direct Website, thereafter – as exists (common) on the Internet.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. The Agreement relates to the provision by Yandex to the Advertiser of services on placement of Advertisements and other service according to the terms of the Offer and in consideration for the payment of the Fee by the Advertiser (the “Services”, or “Yandex Direct Services”).
3. USE OF YANDEX DIRECT SERVICES
Advertising Campaigns
3.1. The Services shall be rendered only in relation to Advertising Campaign (s) in which respect the Advertiser accepted the Offer.
3.2. The Advertiser (the Advertiser’s representative) shall independently prepare and edit an Advertising Campaign, including preparing and editing Advertisements, selection of key words according to the standard form in the subsection “Place an Ad” on the Yandex Direct Website or the corresponding application programs (including programs for digital devices) following all the requirements set out in the Offer, unless otherwise additionally agreed upon by the Parties. In doing this:
3.2.1. The Advertiser (the Advertiser’s representative) shall get access to the specified form for developing an Advertising Campaign via Client web-interface after his/her/its authorization as a registered user on the Yandex Direct Website or the corresponding application programs (including programs for digital devices) by entering the Advertiser’s login and password (“Registration Data”).
3.2.2. The Advertiser shall independently save the Advertising Campaign by using a respective function in the mode of Advertising Campaign development and order. An Advertising Campaign saved by the Advertiser shall be stored for at least twelve (12) months following which it ceases to appear in the subsection “My Campaigns” of the Yandex Direct Website or the corresponding application programs (including programs for digital devices). Stored information shall include, according to the offered form (but not limited to): the name, the advertising content, time period and terms and conditions of its display (key words, geo targeting terms and conditions), Links (website address and(or) contacts), other terms and conditions.
3.3. A method of an Advertisement display (statically or dynamically, other parameters of display) and Advertisement search results position in the display area (a position) shall be defined according to provisions of the Rules or Placement Rules (when Media Advertising is placed).
3.4. In the course of preparing, developing and altering an Advertising Campaign the Advertiser shall ensure that the Advertising Campaign (including the contents of each individual Advertisement and the contents of any Links contained therein) meets: (a) all applicable Yandex requirements with respect to Advertisements, as set out in the Offer; (b) all applicable legal standards and requirements, including without limitation the legislation on advertising, on intellectual property, on competition protection under the laws of: (i) Republic of Türkiye; (ii) the territory in which the Advertiser is located; (iii) the territory where the goods or services being advertised are supplied, if this differs from the territory in which the Advertiser is located; and (iv) the territory in which any User being geo-targeted is located.
3.5. The Advertiser may apply additional settings and(or) strategies of Advertisements placement and(or) additional functionalities on Advertising Campaign(s) management which allow the Advertiser to automatically generate content for the Advertisements including, but not limited to: headlines of the Advertisements, Links, icons, and to specify key words for Advertisements display. In this case, the Advertiser agrees that it shall be solely responsible for the compliance of the generated Advertisements content with the applicable laws, including advertising and competition legislation. At the same time, Yandex does not guarantee error-free work of these additional settings and functionalities. Yandex does not guarantee as well fitness of such functionalities, settings and(or) strategies for the specific purposes of the Advertiser.
3.6. The Advertiser shall provide Yandex with duly certified copies of respective licenses, certificates or permissions no later than the relevant Advertising Campaign goes live, or within one (1) business day upon Yandex’s request (whichever is sooner) if the advertised goods, services or business activities are subject to licensing and(or) obligatory certification or permission requirements. If the Advertiser fails to present the above documents Yandex shall be entitled to refuse and(or) to suspend (to stop) placing the relevant Advertisements and(or) the entire Advertising Campaign.
3.7. The Advertiser shall be entitled to alter an Advertising Campaign at any time subject to compliance with all requirements specified in the Offer.
3.8. Subject to Clause 4.7 of the Offer the Advertiser may suspend or stop an Advertising Campaign at any time.
3.9. Yandex hereby reserves the right to remove the Advertising Campaign placed under the Agreement from Yandex Direct service twelve (12) months after termination of such Advertising Campaign. Within the above period the Advertiser shall have access to such Advertising Campaign after authorization with its Registration Data.
Requirements to Advertisements
3.10. Appearance (format, size and other parameters) of an Advertisement shall comply with the criteria set out in the Requirements or Banner Requirements or HTML5 Banners Requirements (as applicable depending on the Advertisement type). An Advertisement must contain the Link, and:
3.10.1. an Advertisement may include a Link to a website together with a Link to contacts page, or either of the above Links (if not otherwise stipulated in Binding documents) (not applicable to Media Advertising);
3.10.2. a Link to contacts in an Advertisement may be specifically indicated in the design of such Advertisements. Yandex shall define the way and appearance of such indication at its discretion (not applicable to Media Advertising);
3.10.3. if an Advertisement has both a Link to a website together with a Link to contacts, the terms and conditions of geo targeting specified by the Advertiser, as well as other conditions of placement and payment, shall be equally applicable to both Links (not applicable to Media Advertising);
3.10.4. the requirements of the Offer are equally applied to contents, format, terms and conditions for using any information provided by the Advertiser for purposes of placement a Link to contacts in an Advertisement. Such information, including address, phone number and(or) other details shall be provided by the Advertiser and shall be placed by Yandex on a special page and(or) in a special block. Yandex has the right to determine in its sole discretion format, appearance and address (URL) of such special page and(or) a special block (not applicable to Media Advertising);
3.10.5. the Advertiser shall be solely responsible for: (a) accuracy of the information provided to be placed via a Link to contacts and(or) in a special block; (b) infringement of third parties’ rights when placing such information as part of an Advertising Campaign; and (c) compliance with applicable legal requirements of the information on the contact page and(or) in a special block (not applicable to Media Advertising);
3.10.6. when accepting an Advertisement for placement, Yandex shall be entitled (but not obliged) to verify (independently or involving third parties as subcontractors) information provided by the Advertiser, including accuracy of contact details, availability of telephone numbers, match of goods/services offered using the contact details with contents of an Advertisement;
3.10.7. when accepting an Advertisement for placement, Yandex shall be entitled (but not obliged) to refuse to place contacts and a Link to contacts included in an Advertisement and(or) to refuse to accept an Advertisement if such Link is the only one in the Advertisement, and contacts under such Link are the only contacts specified for contacting the Advertiser. Yandex shall be entitled to refuse to place either due to incompliance of contacts with requirements of Clauses 3.10.4 to 3.10.6. above or without explanation of reasons for such refusal (not applicable to Media Advertising);
3.10.8. in the course of rendering the Services, including after start of Advertisement placement, Yandex shall be entitled to remove a Link to contacts and(or) to suspend Advertisement display if such Link is the only one available, if any errors and(or) inaccuracy are revealed, including those resulting from verification according to Clause 3.10.6 above (not applicable to Media Advertising).
3.11. The Advertisement shall comply with the General Requirements from Binding Documents.
3.12. Yandex shall be entitled (but not obliged) to verify Advertisements for their compliance with requirements of the Offer both prior to commencement of the Services and any time after the Advertising Campaign was placed for the first time. If an Advertisement fails to meet the requirements of the Offer Yandex shall be entitled to refuse or to terminate its.
3.13. Acceptance for placement and(or) confirmation by Yandex of the possibility to place any Advertising Campaign and(or) any changes to it shall under no circumstances mean confirmation by Yandex of the Advertiser’s right and(or) granting the right to the Advertiser by Yandex to use any intellectual property belonging to third parties, including key words, in such an Advertising Campaign in any way.
3.14. When Advertising materials displayed on the Partner Resources are geo targeted to the Russian Federation, Parties represent, warrant and undertake before each other to comply with the provisions of Article 18.1 of the Law No. 38-FZ of 13.03.2006 of the Russian Federation "On Advertising" (hereinafter – "Advertising law") and the provisions of the applicable regulations of the Russian Federation governing the accounting and labelling of advertising on the Internet. The Partner hereby instructs and Yandex undertakes to provide information on distributed advertising materials to the unified online advertising register (hereinafter – "UOAR") of the federal executive authority responsible for control and supervision in the field of mass media, mass communications, information technology (hereinafter – "Roskomnadzor") through the advertising data operator (hereinafter – "ADO") in accordance with the procedure and terms established by the current legislation of the Russian Federation in the unchanged form received from the Partner and (or) its counterparty (if applicable) (changes are allowed due to technical requirements only; hereinafter – "Provision of information to the UOAR").
3.14.1. The Parties have agreed that the above requirements in terms of confidential information shall be fulfilled through Yandex Advertising Data Operator Limited Liability Company (OGRN 1227700413962; hereinafter referred to as "Yandex ADO") in accordance with the Terms of data reporting posted at: https://yandex.ru/legal/ord_terms/?lang=en. For the avoidance of doubt, under no circumstances Yandex is responsible for the actions or omissions of Yandex ADO, UOAR and (or) Roskomandzor. In case the Partner has any claims and/or comments on the fulfillment of the requirements provided for in Article 18.1 of the Advertising law, which are the responsibility of Yandex ADO, UOAR and/or Roskomnadzor, the Partner undertakes to send such claims, comments and questions directly to the relevant persons and/or government agencies.
3.14.2. For the avoidance of doubt, Yandex assumes no obligation to verify the information provided by the other Party and/or its counterparty (if applicable), and is not responsible for its accuracy, relevance, completeness, compliance with the current legislation of the Russian Federation and the Terms and Conditions for submission of advertising information to the UOAR. At the same time, the Partner undertakes to provide the necessary information in a timely manner and exclusively using the appropriate interface in such a way that Yandex is able to fulfill its obligations in full. This, in particular, means that the Partner guarantees the completeness, reliability, relevance and timeliness of their provision to Yandex of information about the advertising distributed under the Agreement, its advertisers, advertising distributors, advertising system operators and other persons involved in advertising (if applicable), as well as that the Partner has the right to transmit information to Yandex about the specified persons, as well as instruct Yandex to Provide information to the UOAR in the part related to the specified persons (if applicable). The Partner also undertakes to respond to Yandex's requests within 1 (one) calendar day in connection with Yandex receiving requests from Yandex ADO, UOAR and (or) government agencies of the Russian Federation regarding compliance with the requirements provided for in Article 18.1 of the Advertising law.
3.14.3. The Advertiser agrees that for the purposes of fulfilling the requirements set forth in Article 18.1 Advertising law, the phone number specified by the Partner when creating an account in Yandex ID (https://passport.yandex.com) may be included in the advertising information reported to UOAR.
3.15. The Advertiser hereby grants and shall procure the grant thereof to Yandex, a non-exclusive, transferable, sublicensable, worldwide, fully paid up license for Yandex to use, display, host, reproduce, transmit or otherwise make available the Advertisements for the duration of the Agreement for any purpose connected with the performance of the Services, including but not limited to for the purposes of publication within the public reports described at Clause 3.22 below.
Use of the Client Web-Interface
3.16. The Advertiser shall be solely responsible for safety and confidentiality of the Registration Data. Any actions connected to Advertising Campaigns which involve using the Advertiser’s Registration Data shall be deemed performed by the Advertiser. The Advertiser shall be solely responsible to third parties for any actions performed using the Advertiser’s Registration Data. Yandex shall bear no responsibility for unauthorized use of the Advertiser’s Registration Data by third parties.
3.17. Yandex shall ensure availability of Yandex Statistics to the Advertiser (and(or) the Advertiser’s representative) through the Client web-interface when rendering the Services under the Agreement. Yandex Statistics is available to the Advertiser after the authorization using its Registration Data on the Yandex Websites, through application programs (including programs for mobile devices) or API. Yandex shall bear no responsibility if the Advertiser fails to review statistics for any reasons beyond Yandex control.
3.18. Yandex gives no warranty in respect to use and results (efficiency) of use of statistics on the number of Advertisement impressions by the Advertiser and on frequency of using the key words chosen by the Advertiser in Search Queries, application of the geo targeting, or use of the “Audience” Service (https://audience.yandex.com) by the Advertiser.
3.19. Statistics on the number of queries containing specific key words/phrases and details on associative selection of words available on ya.ru shall be intended solely for the purposes of placing a Search and Media Advertising as part of the Yandex Direct Services and shall not be used in the automatic mode (using scripts, etc.).
3.21. The Parties agree that the confidentiality provisions outlined above shall not apply to the registration data (which includes without limitation personal data, specified by the Advertiser upon registration with Yandex Websites (via the corresponding application programs (including programs for digital devices) and(or) upon entering into the Agreement) to the extent that Yandex uses such information for the purpose of billing the Advertiser for the Services, executing invoices and reports on rendered Services. Such documents shall specify information (including personal data) and details provided by the Advertiser.
3.22. Notwithstanding the foregoing, the Advertiser agrees that information related to the placement of the Advertisements by the Advertiser (Advertisements provided for placement, including those that were declined by Yandex, statistics and cost of Services, but without limitation of the foregoing) could be included into the public reports published by Yandex in order to increase transparency and social responsibility of Yandex and the Advertisers using Yandex Direct to place their Advertisements.
Restrictions on use of Yandex Direct Services
The Advertiser hereby undertakes:
3.23. Not to misuse the opportunities provided to the Advertiser for placing of Advertisements as part of an Advertising Campaign under the Agreement (including the technical option of an independent choice of key words, developing and altering Advertisement wording, specifying a hyperlink, a Link to contacts, any other opportunities for developing and making alterations to an Advertising Campaign).
3.24. Not to use, either independently or with involvement of third parties, the Services and(or) Yandex Direct functionality for the purposes which can be qualified as infringement of third parties’ intellectual rights, unfair competition or other violations of the law.
3.25. Not to perform actions that influence normal operation of Yandex Direct or constitute its unfair use, in particular, but without limitation: not to perform unfair reproduction of Impressions and Clicks either manually or using any hardware and software, either independently or with assistance from third parties.
3.26. Not to use instruments of Yandex Direct to copy, extract or otherwise use Advertisements, Advertising Campaigns with other advertising systems, either manually or using automated instruments, unless such actions were approved by Yandex.
4. COST OF THE SERVICES AND PAYMENT TERMS
4.1. Cost of the Services rendered by Yandex under the Agreement shall be established according to Yandex Statistics based on the amount of Services provided in Accounting Period and in accordance with the Services price specified in the Customer Interface, communicated to the Customer via API, or set forth in the relevant price lists.
4.2. The Advertiser shall make an advance payment in the amount of 100 % (hundred percent) of the total budget the Advertiser would like to spend for the Services. The fee is the total budget that the Advertiser would like to spend and pay for the Services (“Fee”).
4.2.1. For the purpose to make an advance payment Yandex issues and provides to the Advertiser a special code number - ödeme kodu (Payment Code). This code number is used by Yandex to verify payments received from Advertisers. The Advertiser is required to specify Payment Code in payment documents when making an advance payment (payment orders etc.). In case Payment Code is not specified in payment documents this may be the reason for delay of the start of rendering Services by Yandex until confirmation of a payment.
4.2.2. The Payment Code is issued and provided to the Advertiser in the Interface as well as by e-mail at the moment when the Advertiser confirms in the Interface the total budget that the Advertiser would like to spend and pay for the Services.
4.2.3. A unique Payment Code is issued and provided for each advance payment each time when the Advertiser confirms the budget of Services ordered.
4.2.4. An advance payment shall be paid by the Advertiser within 8 (eight) calendar days from the date of issuance and provision of Payment Code.
4.2.5. Payment for the Services by the Advertiser shall be considered as the acceptance of these Offer terms and conditions by the Advertiser as it is provided in Clause 5.1 hereof and shall be considered as evidence of entering into the Agreement between the parties.
4.3. The Fee for the Services is subject to VAT at the rate determined by Value Added Tax Law No. 3065 and secondary legislation of the Republic of Turkey, unless otherwise provided by the applicable legislation. Above mentioned VAT shall be added on the top of the fee.
The Fee for the Services shall be calculated and paid in Turkish Lira (TRY), unless otherwise is agreed by the Parties and allowed by applicable legislation.
The Fee specified in the Payment Code shall be paid by the Advertiser in full without deduction of any taxes, fees, duties (including, but not limited to stamp duty and withholding tax on advertising services provided on the internet) or other payments. In the event that a stamp duty arises on this Offer, such stamp duty shall be declared and paid in full by the Advertiser and the Advertiser shall provide Yandex with documents evidencing payment of such stamp duty. If the law requires the Advertiser to pay any other taxes, charges, duties and/or other payments, then the Advertiser will be solely responsible for such taxes, fees, duties and other payments.
4.4. The Services shall be paid by non-cash method, particularly via bank transfer or other legally permitted methods accepted by Yandex in the currency and to the bank account specified in the Payment Code. Payment method may be chosen in the section “Payment methods” on the Yandex Direct Website. The Advertiser shall choose and use a payment method solely at its own discretion. Yandex shall not be responsible for the security of payments made via third party providers (including financial institutions and payment services providers). The Advertiser hereby expressly acknowledges and agrees that any such payment shall be governed by separate terms and conditions between the Advertiser and such third-party provider, and Yandex is not a party to these terms and conditions and bears no responsibility under them.
4.4.1. In case the Advertiser pays for the Services with the bank card which was linked by the Advertiser to its account, the Advertisers agrees that any bank card, linked through the Client web-interface or via the account of the Advertiser on any service (including mobile apps) of Yandex (or its affiliates and group members), shall be considered as a card linked for the purposes of this Clause. Yandex is entitled to charge the amount due to be paid for the Services from any linked card.
4.5. The Advertiser may notify Yandex on a performed payment with submitting a copy of a payment document marked by the bank as executed (if it is applicable for a corresponding payment method).
4.6. The Fees shall be deemed paid by the Advertiser when Yandex receives a confirmation from the bank about crediting the Yandex settlement account with the whole amount due. At Yandex’s discretion, as the case may be, the following may be treated as a proof of payment: a) a scan-copy of a payment order, in case of payment via bank transfer; or b) confirmation by Yandex of validity of payment in favor of Yandex via a payment system, in case of an electronic payment by the Advertiser.
4.7. If upon termination or cancellation of the Agreement the amount paid by the Advertiser for the Services in advance exceeds the value of Services actually rendered to the Advertiser under the Agreement (such value being calculated by reference to the relevant Fatura (s)), such pre-paid amounts shall be set-off against any amounts due to Yandex under other (including future) Agreements, except when 1) Yandex terminates the Agreement under the circumstances described at Clause 9.4; 2) otherwise directly provided in the Offer; 3) otherwise additionally agreed on by the Parties upon termination or cancellation of the Agreement. This Clause 4.7 shall survive cancellation or termination of the Agreement.
4.8. The Advertiser acknowledges and agrees that for the purpose of the Agreement, in particular, for determining a number of Impressions, Clicks, views and cost of Services Yandex Statistics shall be used exclusively. Payment shall be calculated solely based on records maintained by Yandex. No other measurements or statistics of any kind shall be accepted by Yandex or have any effect under this Agreement.
4.9. Reporting
4.9.1. On a monthly basis, within seven (7) calendar days after the last business day of each calendar month during which Yandex provided Advertiser with the Services, Yandex shall sent to the Advertiser by e-mail an electronic report for the Services rendered by Yandex (hereinafter the “Fatura”).
4.9.2. the Advertiser shall be deemed to have received the Fatura sent by Yandex to the Advertiser the next business day after the day it was sent.
4.9.3. Services performed by Yandex shall be deemed accepted by the Advertiser in the scope stated in the Fatura, unless within eight (8) calendar days after the Fatura date Yandex receives from the Advertiser traceable objections to the Fatura. Yandex shall have no obligation to accept or consider any objections regarding the Services identified in the Fatura that are submitted by the Advertiser following such eight (8) calendar day period, including claims to quantity (scope), value and quality.
4.9.4. following receipt by Yandex of the traceable objection to the Fatura Yandex will research such inquiry and will notify the Advertiser of a resolution within a reasonable period of time. The resolution of such inquiry will be determined by Yandex at its sole discretion, and Yandex has no obligation to provide a particular remedy to the Advertiser.
4.10. Statistical data may be corrected due to the use of the antifraud systems, including possible corrections of the already accepted Services if the fraudulent actions were discovered after the corresponding Accounting Period is completed.
In the event the fraudulent actions are discovered after an Accounting Period is completed, the cost or the scope of Services in the Fatura and the Payment Code will not be amended or adjusted, and the Services related to such Accounting Period should be considered duly provided. Yandex will not be required to refund the Advertiser for any Fees attributable to fraudulent actions. However, Yandex will provide a discount for the future Services by means of set off an amount equivalent to the Fees paid by the Advertiser attributable to fraudulent actions against the Fees due under the next Accounting Period(s).
The discount shall be applied as follows:
4.10.1. by set off against the Fees paid for the Services which are not completed in the Accounting Period when the discount is applied;
4.10.2. in the absence of the uncompleted Services - by set off against the Fees paid for the Services which are provided in full in the Accounting Period when the discount is applied.
4.11. Upon Yandex’s request the Advertiser shall submit to Yandex duly certified copies of the documents confirming tax status and domicile of the Advertiser. Yandex shall be entitled not to start rendering services until receipt of documents confirming the Advertiser’s tax status or domicile of the Advertiser.
4.12. The Fees includes services "Yandex Direct Setup" provided on https://yandex.com.tr/legal/terms_yandex_direct_set_up_service
5. ACCEPTANCE OF THE OFFER AND ENTERING INTO THE AGREEMENT
5.1. The Advertiser shall accept the Offer by advance payment of a Fee specified in Payment Code for Yandex Services under the Agreement, within the specified timeframe. If the Offer is not accepted (i.e. Payment Code is not paid) within the specified payment period, the Offer shall expire in relation to the ordered Services, and Yandex shall reserve the right to remove respective Advertising Campaigns.
5.1.1. With regard to the Advertiser being a natural person the Offer shall be deemed accepted when such Advertiser accepts the Offer in the Client web-interface by ticking an "I agree" or a similar checkbox.
This Agreement shall become effective, binding and enforceable against the Parties on the date of accepting the Offer as stated hereunder this Clause (i.e., on the date of payment or accepting the Offer in the Client web-interface) and shall remain in full force and effect until expired or terminated subject to Clause 8 of the Offer.
5.2. For the purposes of this Clause, the Advertiser's actions shall not be deemed Offer Acceptance: without limitation, the transfer of funds using incorrect Bank details and(or) without specifying the account number, SWIFT, IBAN and(or) without specifying the name of the Advertiser.
5.3. For the purposes of participation of the Advertiser in the loyalty programs, that may be conducted by Yandex from time to time, the Offer shall be deemed accepted when the Advertiser accepts the Offer in the web-form, provided by Yandex, by ticking an "I agree" or a similar checkbox.
5.4. One Advertising Campaign can be covered by several successive Agreements, and one Agreement can be entered into in relation to several Advertising Campaigns.
6. THE OFFER TERM. AMENDMENTS TO THE OFFER TERMS AND CONDITIONS
6.1. The Offer shall become effective upon its placement on the Internet at https://yandex.com.tr/legal/offer_direct and shall expire upon its revocation by Yandex.
6.2. Yandex shall reserve the right to make amendments to the Offer, as well as to the Binding Documents, and(or) to cancel the Offer, as well as cancel any of the Binding Documents at any time at its own discretion, including where there are changes to the Services or as may be otherwise required by any laws or regulatory requirements to which Parties are subject as well as for fraud or security reasons. The amendments shall become effective at the moment of publishing the amended text online, unless a different effective date for such amendments is specified at the time of publishing thereof. The Advertiser’s continued use of Yandex Direct Services after the effective date of any amendments will constitute the acceptance of those amendments. If any amendment to the Offer or to the Binding Documents is unacceptable to the Advertiser, the Advertiser hereby acknowledges and agrees that its only recourse is to terminate the Agreement by way of written notice, such termination taking effect thirty (30) days from receipt by Yandex.
7. TERM AND AMENDMENTS TO THE AGREEMENT
7.1. The Offer Acceptance by the Advertiser according to Clause 5 above shall generate Agreement on the terms and conditions specified in the Offer.
7.2. The Agreement shall become effective upon the Offer Acceptance by the Advertiser and shall remain in effect: a) until the Parties meet their obligations under the Agreement, i.e. until the Advertiser pays for the Services and until Yandex renders the Services in the scope subject to cost of the Services, or b) until the Agreement is terminated.
7.3. The Advertiser shall acknowledge and agree that any amendments to the Offer and(or) Binding Documents shall involve amendments to the Agreement entered into and effective between the Advertiser and Yandex, and the same amendments to the Agreement shall become effective together with the same amendments to the Offer and(or) Binding Documents.
7.4. In the event of the Offer revocation during the term of the Agreement the latter shall be deemed terminated upon such revocation unless otherwise specified by Yandex upon the Offer revocation.
8. SUSPENSION OF THE SERVICES. AGREEMENT TERMINATION
8.1. Yandex shall be entitled to suspend provision of the Services to the Advertiser:
8.1.1. temporarily - for technical, technological or other reasons preventing due rendering the Services for the cure period;
8.1.2. immediately, if the Advertiser violates obligations and(or) warranties accepted according to the Offer, until the Advertiser cures the violations and completely compensates (recovers) Losses incurred by Yandex as through such violation;
8.1.3. if the cost of the Services rendered by Yandex under the Agreement entered into on the advance payment terms is equal or exceeds the amount transferred by the Advertiser to the settlement account of Yandex as an advance payment for the Services until the Advertiser pays for the rendered Services and makes further advance payment.
8.2. The Agreement can be terminated:
8.2.1. at any time upon agreement by the Parties;
8.2.2. immediately upon written notice from either Party if the other Party if the other Party violates the Agreement;
8.2.3. for any other reasons set out in the Offer.
8.3. As per the Article 18/3 of Turkish Commercial Code, notices regarding default of a party, withdrawal form or termination of the Agreement to be made written and through notary public, registered mail, or registered electronic mail system with secure electronic signature.
9. WARRANTIES
9.1. During the term of the Agreement Yandex shall make all reasonable efforts for curing any failures and errors, if they occur, as quickly as possible. In this event Yandex shall not guarantee error and failure free placement of Advertisements, including in relation to the of software operation.
9.2. By entering into this Agreement, the Advertiser hereby warrants and represents that:
9.2.1. the information provided by it (or its authorized representatives, including an individual duly authorized to enter into the Agreement on behalf of the Advertiser) when registering on Yandex Website and(or) when executing any documents concerning the payment of the Fee is true, accurate and complete and that it will inform Yandex in the event of its changes;
9.2.2. it: (a) has reviewed the terms and conditions of the Offer in full; (b) fully understands the subject matter of the Offer and the Agreement; (c) fully understands the consequences of executing and entering into the Agreement; (d) enters into the Agreement on the voluntary basis;
9.2.3. it (or its authorized representatives, including an individual duly authorized to enter into the Agreement on behalf of the Advertiser) has the necessary authority and power to enter into and execute the Agreement;
9.2.4. it has all necessary rights, licenses, permissions, consents and authorizations to request the placement, reproduction and display of the Advertising Campaign (including in respect of the contents of each individual Advertisement and the contents of any Links contained therein, web pages and websites (including its domain name) where a Link leads to, use of key words/phrases) in accordance with the terms of the Agreement;
9.2.5. the Advertising Campaign (including the contents of each individual Advertisement and the contents of any Links contained therein, web pages and websites (including its domain name) where a Link leads to, use of key words/phrases) fully comply with all applicable laws, including but not limited to: (a) the Republic of Türkiye; (b) the territory in which the Advertiser is located; (c) the territory where the goods or services being advertised are supplied, if this differs from the territory in which the Advertiser is located; and (d) the territory in which any User being geo-targeted is located;
9.2.6. the Advertising Campaign (including the contents of each individual Advertisement and the contents of any Links contained therein, web pages and websites (including its domain name) where a Link leads to, use of key words/phrases) does not, and the publication of the Advertising Campaign will not, infringe the intellectual property rights of any third party.
9.2.7. using additional settings/strategies for displaying advertisements, as well as additional functionality for managing Advertising Campaigns, allowing the Advertiser to automatically generate the content of the Advertisements, including, but not limited to, the titles of the Advertisements, links in them, icons, as well as determine keywords and targeting for displaying the Advertisement, the Advertiser agrees that it is responsible for the compliance of the content of the Advertisements created by it using the specified settings Yandex does not guarantee the absence of errors in the operation of these settings and functionalities, as well as their compliance with the goals and expectations of the Advertiser.
9.3. Yandex shall ensure confidentiality with respect to the Advertiser (and(or) the Advertiser’s representative) and its Advertising Campaigns according to the Privacy Policy terms and conditions of (https://yandex.com.tr/legal/confidential), including by means of providing access to an Advertising Campaign only upon entering the Advertiser’s Registration Data. Advertisement included in an Advertising Campaign shall be kept confidential until display of the corresponding Advertisement begins.
9.4. The Parties acknowledge and agree that performance of the Agreement may involve the processing of personal data. When processing such personal data, each Party acts as an independent data controller (or equivalent role based on applicable data protection laws) responsible for its own compliance with its obligations under applicable data protection laws. In particular, each Party will comply with all obligations applicable to it under data protection laws in respect of ensuring the confidentiality and security of personal data processed by it under Agreement.
9.4.1. Advertiser represents and warrants Yandex that it:
9.4.1.1. has a lawful basis for its and the Yandex’s processing of personal data in compliance with applicable data protection laws, including for Yandex’s international data transfer to 3rd countries, including Russian Federation (specifically, by giving the data subjects an option to take affirmative action to indicate such consent in each case), has notified data subjects about the processing (including, about international data transfer), to the extent necessary under applicable data protection laws;
9.4.1.2. will comply with the obligations applicable to it under the Turkish Personal Data Protection Law No. 6698 and the European data protection legislation regarding the processing of personal data.
9.4.1.3. at the stage of the personal data collection will expressly disclose to data subjects that it collects and transfers personal data to the Yandex, as well as provide clear access to its privacy policy or other document describing how personal data is handled by the Advertiser. Such policy shall at a minimum include an explanation of what personal data will be transferred to third parties, which third parties will process the personal data, and the purpose of such transfer.
9.5. The Advertiser hereby accepts, represents and undertakes that the Advertiser has executed the Offer as an independent and prudent merchant, and as a result of its independent commercial assessment. Therefore, the Advertiser has acted carefully and prudently in executing the Offer, and the Offer does not contain any unclear matter, all terms and transactions under the Offer are objectively considered and accepted.
More precisely, the Advertiser is aware that the terms set forth in Clause 3.1 under the Binding Documents, which are incorporated to the Offer are standard terms, and may contain terms and obligations that may be considered unfavorable to the Advertiser.
10. LIABILITY AND LIMITATION OF LIABILITY
10.1. Subject always to Clause 10.5 of the Offer, Yandex shall under no circumstances be held liable (whether in contract, tort (including negligence), misrepresentation, restitution or any other form of liability) under the Agreement for:
10.1.1. any action/omission, which directly or indirectly result from an action/omission of the Advertiser and(or) third parties;
10.1.2. any lost profits, lost business, lost revenue, or any special, incidental, indirect, punitive or consequential damages however arising, even if the Parties have knowledge of the possibility of such damages and whether or not such damages are foreseeable;
10.1.3. the Advertiser’s use (or inability to use) the payment method he/she/it chose under the Agreement and any consequences arising out of use (or inability to use) that method; and
10.1.4. the Advertiser’s use (or inability to use) any method of delivering or receiving information by the Advertiser and(or) third parties.
10.2. Subject to Clause 10.5 of the Offer Yandex’s aggregate liability in connection with the Agreement and the Services (whether in contract, tort (including negligence), misrepresentation, restitution or any other form of liability and including the amount of penalties (fines, forfeits)) shall not exceed 10 % of the Fees actually paid by the Advertiser under the Agreement at the time at which the liability arose.
10.3. The Parties shall be free from any liability for partial or complete failure to perform their obligations under this Agreement if such failure resulted from force majeure circumstances, which occurred after entering into the Agreement, or if the failure to execute their obligations by the Parties under the Agreement resulted from any emergency, which Parties could neither foresee nor prevent reasonably. Force majeure circumstances shall include events, which a Party cannot affect and for occurrence whereof it shall bear no responsibility, including but not limited to wars, revolts, strikes, earthquakes, floods, other acts of nature, a fire, power supply failures through no fault of the Parties, actions and acts of authorities, which occurred after entering into the Agreement and which prevent execution of obligations established by the Agreement, and other unforeseen circumstances and events and facts beyond the Parties’ control.
10.4. Yandex shall be entitled to refuse to place or to terminate an ongoing placement of an Advertisement in the event that the placement of the Advertisements with a Link to the respective website had previously resulted in regulatory fine(s) to Yandex (its affiliates, group companies or partners).
Yandex shall also be entitled to refuse to provide Services to the person placing Advertisements by means of an account which had previously been used to place Advertisements which resulted in regulatory fine(s) to Yandex (its affiliates, group companies or partners), notwithstanding the fact that Advertiser and the previous user of the account may not be the same person.
10.5. Notwithstanding the foregoing, nothing in this Agreement seeks to exclude either Party's liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation or for any other loss which cannot be excluded by applicable laws.
11. INDEMNITY
11.1. The Advertiser must, on demand, indemnify and keep indemnified Yandex against all Losses suffered by Yandex (its affiliates, group companies and partners) as a result of any claim, suit, action, demand, regulatory fine or court judgment in connection with:
11.1.1. a breach by the Advertiser of any of the warranties set out under Clauses 9.2;
11.1.2. a breach by the Advertiser of Restrictions on use of Yandex Direct Services;
11.1.3. the contents of any Advertising Campaign (including the contents of each individual Advertisement and the contents of any Links contained therein);
11.1.4. consequences of Advertisements placement under the Agreement; and
11.1.5. the Advertiser’s use of the Services otherwise than in a strict compliance with the terms of the Agreement.
11.2. The Advertiser is obliged on its own and at its expense to settle disputes and claims of third parties related to Advertising Campaigns and Advertisements arose from their placing under the Agreement. If content, form and(or) placement of Advertisements under the Agreement serves as a basis for a claim by an authorized body or organization to Yandex, the Advertiser must immediately, upon a request from Yandex, deliver the required information related to placement and contents of the Advertisement, cooperate with Yandex in settlement of such claim and reimburse all Losses incurred by Yandex in connection with Advertiser’s placing of Advertisements under the Agreement.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. The Agreement, its conclusion, execution and cancelation (including any question regarding the Agreement's existence, validity, interpretation, implementation or termination thereof) and any non-contractual obligations arising out of or connected with it, shall be governed by and construed in accordance with Turkish law.
12.2. If as a result of negotiations by the Parties have not reached a mutually acceptable decision, the Istanbul Arbitration Centre (ISTAC) shall be accepted as the dispute resolution venue with the Arbitration Rules of the ISTAC for the time being in force.
13. ANTI-CORRUPTION CLAUSE
13.1. Yandex and Yandex Group companies are committed to the highest standards of business ethics in all activities. Yandex and Yandex Group companies expect their contractors to abide by the principles of business conduct set out in the Yandex Group Supplier Code of Conduct. A copy of the Yandex Group Supplier Code of Conduct is available in the corporate section of the Yandex portal at:
https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_ENG_2021.pdf
13.2. The Parties adhere to the applicable anti-corruption laws.
The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.
The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.
This Clause constitutes representations material for the Parties. The Parties rely on these representations when entering the Agreement.
Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this Clause, by written notice and without recourse to the courts. The Agreement shall be terminated upon ten (10) calendar days from the date of the receipt of such written notice by the Party.
If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.
The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:
To notify Yandex: hotline@ethics.online
To notify another Party: address indicated in the contract details.
14. MISCELLANEOUS
14.1. Any notifications under the Agreement can be served by one Party to the other Party: (1) by e-mail (a) if the Advertiser is a recipient - to the Advertiser’s e-mail address stated upon developing an Advertising Campaign; (b) if Yandex is a recipient - to the Yandex contact details stated in Clause 15 below strictly from the Advertiser’s e-mail address stated upon developing an Advertising Campaign; or (2) by registered courier with delivery notification; or (3) through the Client web-interface if the recipient is the Advertiser; or (4) by fax; or 5) by post with delivery confirmation; or (6) subject to Clause 8.3 through notary public, registered mail, or registered electronic mail system with secure electronic signature.
The notice shall be deemed received by the Party: if sent by e-mail — on the next business day after sending; if sent by post — on the date specified in the acknowledgment of receipt (delivery confirmation); if sent by courier or fax — on the date of delivery according to delivery notification; if sent through the Client web-interface — on the date the notice is posted. Familiarization itself with the information in the Client web-interface shall be within the control and responsibility of the Advertiser, who must independently monitor the appearance and change of information, notifications and documents contained in the Client web-interface.
14.2. The rights and obligations of an Advertiser under the Agreement or any part thereof may not be subcontracted to or assigned by the Advertiser to a third party without Yandex’s prior approval. The Advertiser expressly and irrevocably consents that (i) the rights and obligations of Yandex under the Agreement, the entire Agreement or any part thereof may be assigned and(or) subcontracted by Yandex to third parties without any approval from the Advertiser; and (ii) upon any such assignment, all rights and obligations of Yandex so assigned shall become rights or obligations of the transferee, and that any rights of Yandex so assigned may be enforced by the transferee against the Advertiser.
Shall any applicable law require an approval from the Advertiser for assignment or transfer of Yandex’s rights and(or) obligations under the Agreement, this clause shall be deemed as such approval by the Advertiser. Yandex will notify the Advertiser prior to the assignment of any right or obligation hereunder at least five (5) calendar days before the assignment date. The Advertiser is entitled to terminate this Agreement by providing of a written notice (including by e-mail) within (5) calendar days from the notification in case the Advertiser does not agree with the assignment.
14.3. When rendering the Services, the Parties shall comply with all applicable laws. If due to relevant provisions of legislation applicable to Yandex and(or) its partners further Advertisement(s) placement becomes impossible and(or) prohibitive, Yandex shall be entitled to suspend rendering the Services.
14.4. If one or more provisions hereof shall for any reason appear void, invalid, such invalidity shall not influence the validity of any other provision of the Offer and the Agreement concluded on its base which shall remain effective.
14.5. Without conflicting the terms and conditions of the Offer the Advertiser and Yandex shall be entitled at any time to execute the Agreement in the form of a written bilateral agreement.
14.6. This Offer is drafted in both Turkish and English languages. In case of discrepancies or contradictions between the Turkish and the English version, the Turkish version shall prevail.
14.7. The Parties hereby agree that this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
14.8. To render Services by Yandex, it is obligatory that the Advertiser accepts and complies with requirements and provisions specified in the following documents (hereinafter referred to as “Binding Documents”) applicable to relations of the parties under the Agreement:
The document “General Terms and Conditions. Advertising Requirements” placed on the Internet at https://yandex.com.tr/legal/general_adv_rules (hereinafter “General Requirements”).
The document “Advertising Requirements” placed on the Internet at https://yandex.com.tr/legal/direct_adv_rules (hereinafter “Requirements”).
The document “Ad Serving Rules” placed on the Internet at https://yandex.com.tr/legal/direct_display_rules (hereinafter “Rules”).
The document “User Agreement for Yandex Services” placed on the Internet at https://yandex.com.tr/legal/rules.
The document "Smart-banner. Advertising requirements" placed on the Internet at https://yandex.com.tr/legal/direct_adv_rules_smart_banner (hereinafter “Banner Requirements”).
The document “Audience: Terms of Service” placed on the Internet at https://yandex.com/legal/audience_tos_ch (hereinafter “Audience ToS”).
The document “Media Advertising Placement Rules on Yandex Resources” placed on the Internet at https://yandex.com.tr/legal/direct_display_rules_media (hereinafter “Placement Rules”).
The Price List placed on the Internet at https://yandex.com/adv/prices-rtbdirect (hereinafter “Price list”).
The document “HTML5 Banners. Requirements to Advertising Materials” placed on the Internet at https://yandex.com/adv/requirements/html5 (hereinafter “HTML5 Banners Requirements”).
The document “Yandex Direct Setup” placed on the Internet at https://yandex.com.tr/legal/terms_yandex_direct_set_up_service (hereinafter “Yandex Direct Setup”).
The document “VideoBuilder Function” placed on the Internet at https://yandex.com.tr/legal/video_builder (hereinafter “VideoBuilder Function”).
The document “Rules of sales promotion. Terms and conditions for the use of Promo Codes in Yandex Direct service” placed on the Internet at https://yandex.com.tr/legal/promocode_direct (hereinafter “Promo Codes in Yandex Direct service”).
The document «Terms of data reporting to Unified Register of online advertising» placed on the Internet at https://yandex.ru/legal/reporting_rules?lang=en (hereinafter “Terms of data reporting”).
In case the use by the Advertiser of the Yandex Direct Services involves the processing of personal data, the following document shall also apply to the use of Yandex Direct Services: “Yandex Direct Data Processing Agreement” placed on the Internet at https://yandex.com/legal/direct_dpa.
The document “Terms and Conditions for submission of advertising information to the Unified Online Advertising Register” placed on the Internet at https://yandex.ru/legal/ord_terms/?lang=en (hereinafter “Terms of data reporting”).
15. Yandex Details:
Büyük Reklam Çözümleri Limited Şirketi
Location: Halaskargazi Mah. Halaskargazi Cd. No:38-66/E İç Kapı No:215 Şişli/ İstanbul
the feedback form at https://yandex.com/support/direct/troubleshooting
Date: 25.11.2025
Previous version of the document: https://yandex.com.tr/legal/offer_direct/04032024/
Previous version of the document: https://yandex.com.tr/legal/offer_direct/21022024/
Previous version of the document: https://yandex.com.tr/legal/offer_direct/07112023/