1. General Provisions
1.1. This document (hereinafter – the “Terms”) establishes the procedure for interaction between Calipta LLC (hereinafter – the “Agent”) and legal entities or individual entrepreneurs (hereinafter – the “Partner”) when using the CALIPTA Service.
1.2. These Terms are not a public offer. The agreement between the Agent and the Partner is concluded in accordance with the procedure set forth in Section 3 of these Terms.
2. Terms and Definitions
2.1. The Parties have agreed upon the following terms (concepts) and their definitions:
Terms – a document published on the Agent’s Website (or in the Service), containing all material terms of the agreement concluded between the Agent and the Partner.
App, Service – the CALIPTA software for mobile and desktop devices owned by the Agent, made available to Users under the terms of the User Agreement publicly posted on the Internet.
Agent – Calipta LLC (OGRN: 1246600024846, INN/KPP: 6685219578 / 668501001), located at 624016, Sverdlovsk Region, Sysert Urban District, Bolshoye Sedelnikovo
Agent’s Website – an internet website located at https://calipta.online/, where these Terms and other information about the Agent’s activities are published.
Written Request – a document on paper, signed by an authorised representative of the Partner and sent to the Agent, containing information about the Partner which the Partner intends to post in the Service. The form of the Written Request is approved by the Agent and provided upon the Partner’s request.
Electronic Request – information about the Clinic, Services, prices, doctors and other data entered by the Partner in the Service’s Administrator Panel.
Partner’s Offer – the combination of the Written Request and the Electronic Request submitted/filled in by the Partner, constituting a proposal to conclude an agreement on the terms set forth in this document.
Agent’s Acceptance – the Agent’s approval of the Electronic Request in the Administrator Panel, which constitutes the moment of conclusion of the agreement.
Clinic – a legal entity or individual entrepreneur engaged in the provision of services or sale of goods where the possibility of their acquisition is provided for in the Service.
Personal Account – an individual workspace (account) of the Partner, allocated for subsequent use of the Service’s functionality, information exchange with Users and the Agent.
Administrator Panel – a part of the Partner’s Personal Account in the Service, designed for filling in and editing information about the Clinic, Services and doctors.
User, Customer – a person using the Service under the terms stipulated in the User Agreement for the purpose of Order Placement.
Nominal Account – a bank account owned by the Agent. The rights to the money on the Nominal Account belong to the Users (Beneficiaries) who deposited this money based on the Order. Once the Order fulfillment is confirmed, the money is withdrawn from the Nominal Account and transferred to the Partner. A portion of the money deposited on the Nominal Account for the benefit of the Partner is transferred to the Agent (as the agent’s fee).
Order – a contract between the User and the Partner.
Order Placement – the totality of relations between the User and the Partner on agreeing the terms, concluding and fulfilling the Order.
Services – services provided by the Partner to the User and goods sold by the Partner to the User based on Orders.
2.2. The terms (concepts) and their definitions not defined in clause 2.1 and hereinafter in the Terms are used in these Terms in the meaning stipulated by the effective legislation of the Russian Federation.
3. Subject of the Agreement
3.1. The Agent, being the owner of the Service, gives the Partner an opportunity to post on the Service information on the Services offered by the Partner and gives Users an opportunity to place and pay for Orders under the terms stipulated herein.
3.2. The Partner pays the Agent a fee of 10% of the value of Orders placed using the Service.
3.3. The Agent grants the Partner the right to use the Service under the terms of a non-exclusive license with the functionality enabling Order Placement by the Customer. The fee for using the Service is included in the agent’s fee.
3.4. Before submitting the Written Request (or in its absence, before submitting the Electronic Request , commencing use of the Service, or signing the agreement), the Partner has acquainted itself with the Service’s functionality, design, configuration, and capabilities and is satisfied with them.
3.5. The Partner has been notified that the Agent is continuously fine-tuning and improving the Service’s technical and operational performance and agrees to receive and apply information on changes in the Service’s operation.
3.6. The Agent does not guarantee to the Partner the lack of errors or failures in the Service’s operation but shall take measures to eliminate them promptly.
3.7. Conclusion of the Agreement
3.7.1. These Terms are not a public offer but constitute an invitation to make offers. The Agent does not undertake any obligation to conclude an agreement with every person who has reviewed these Terms.
3.7.2. To conclude the agreement, the Partner shall perform the following actions:
3.7.2.1. send to the Agent a Written Request on paper, signed by an authorised representative of the Partner, to the Agent’s address specified in the “Agent’s Details” section. The Request shall specify the full name, INN, OGRN, legal address, contact details of the Partner, as well as the list of Services which the Partner intends to post in the Service;
3.7.2.2. fill in the Electronic Request in the Service’s Administrator Panel, entering full information about the Clinic, Services, prices, working hours, doctors and other data required for the operation of the Service. The Electronic Request must correspond to the data specified in the Written Request .
3.7.2.3. The combination of the Written Request and the Electronic Request filled in by the Partner constitutes the Partner’s Offer to conclude an agreement on the terms set forth in this document.
3.7.3. The Agent reviews the Partner’s Offer received and has the right to:
3.7.3.1. accept the Offer by approving the Electronic Request in the Administrator Panel, which constitutes the moment of conclusion of the agreement;
3.7.3.2. refuse acceptance without giving any reason, including in cases of incomplete filling of the Electronic Request , non-compliance of the information with legal requirements, or on other grounds at the Agent’s discretion.
3.7.4. The agreement between the Agent and the Partner is deemed concluded from the moment the Agent approves the Electronic Request in the Administrator Panel (acceptance of the Partner’s Offer). From this moment, the Partner is granted full access to the Service’s functionality, and the Parties’ obligations are deemed to have arisen in full.
3.7.5. If the Partner has commenced using the Service (filled in data in the Administrator Panel) without submitting a Written Request , the Agent has the right at any time to demand that the Partner provide a Written Request and, until such Request is received, suspend access to the Service. Failure to provide the Written Request within 10 (ten) business days from the date of the demand shall constitute grounds for blocking the Partner’s access to the Service without compensation for any losses.
4. Responsibilities of the Partner
4.1. Post only accurate and objective information on the Service.
4.2. Post on the Service only information complying with the requirements of the legislation of the Russian Federation.
4.3. Do not use the Service to promote or sell any Services whose content or procedure of rendering violates the legislation of the Russian Federation, generally accepted moral norms, or public order.
4.4. Comply with the requirements of the legislation of the Russian Federation on the platform economy, including:
4.4.1. not allow the use of the Service for the purpose of committing criminally punishable acts, disclosing information constituting state or other legally protected secrets, distributing materials containing public calls for terrorist activities or publicly justifying terrorism, other extremist materials and materials promoting pornography, violence and cruelty, as well as posting information intended for users containing obscene language;
4.4.2. not allow the dissemination of information for the purpose of defaming citizens or certain categories of citizens on the grounds of gender, age, race or nationality, language, attitude to religion, profession, place of residence and work, disability, as well as in connection with their political beliefs;
4.4.3. comply with the rights and legitimate interests of citizens and organisations, including honour, dignity and business reputation of citizens and business reputation of organisations.
4.5. Post complete information on the Services that includes a detailed description of the Service, accurate specification of its cost, the procedure and time of rendering the Service, the address, OGRN, INN, other registration data and details of the Partner, information on holding a license, information on Partner’s employees rendering the Services, and the list of information required for rendering the Service. While rendering the Service, the Partner shall also clearly convey to the User the information that must be disclosed in compliance with the Rules of Rendering Paid Medical Services by Healthcare Facilities approved by the Government of the Russian Federation (hereinafter “the Rules”).
4.6. Provide the Agent with copies of licenses and certificates required for rendering the Services, as well as copies of documents confirming the education, qualifications, experience, specialisation, academic degree or honorary title of the Partner’s specialists. Since the Agent receives the doctors’ personal data from the Partner, the Partner warrants to the Agent that prior to the transfer of the doctors’ personal data to the Agent, it has obtained valid consents from the data subjects for the processing of personal data by the Agent on behalf of the Partner.
4.7. Duly render to the User the Services placed on the Service as Orders; ensure that the rendered Services comply with the Rules and other regulations on rendering the Services.
4.8. Ensure the required procedure of handling and protecting the information obtained via the Service. Specifically, ensure:
4.8.1. Confidentiality of the commercial information characterising the Service operation (including the agent’s fee amount).
4.8.2. Confidentiality of any information obtained from Users. The Partner may not use any information or data obtained from Users via the Service for any other purposes different from fulfilling the Order placed via the Service.
4.8.3. Protection of Users’ personal data. The Partner shall comply with the requirements of Federal Law No. 152-FZ, including obtaining consents from data subjects for the processing of personal data, in cases where such processing is carried out by the Partner independently.
4.8.4. Storage of information (including records of consultations, audio and video calls, Users’ messages, agreements, certificates, and other documents).
4.8.5. Confidentiality and protection of any information obtained via the Service.
4.8.6. Use equipment and software for working with the Service and storing Users’ data that meet the technical and organisational requirements for the processing of special categories of personal data.
4.9. Post offers on Order Placement under the terms of the “guaranteed lowest price”, which means that the same or a similar service by the Partner cannot be purchased at a price lower than the one quoted on the Service (meaning that it shall cost more to purchase such a Service in any other way except on the Service). If the Agent becomes aware that the same or a similar Service is sold or offered by the Partner in violation of the “guaranteed lowest price” rule stipulated in this clause (specifically, on other platforms, through intermediaries, upon User’s in-person visit to the Partner, or on the Partner’s website), the Agent has the right to unilaterally lower the cost of the Order to 95% of the discovered alternative offer. Any discounts or promotions offered by the Partner via other channels of selling the Services shall also be available to Users when using the Service.
4.10. Receive and read Users’ messages arriving via the Service in compliance with the legislation on consumer rights protection. Provide to the Service information on the outcomes of reading Users’ messages.
4.11. Settle any Users’ claims received by the Agent in connection with substandard rendering of Services and send a reasoned response to them within ten calendar days from the time the Partner is notified of receiving such a claim. In case of evasion from considering the User’s claim or failure to meet this deadline, the Agent has the right to settle the User’s claim independently based on the information and documents available to the Agent and seek reimbursement of the cost of such settlement from the Partner.
4.12. Be held liable for violating the rights of third parties if the Partner should post on the Service any trademarks, images, trade names or other intellectual property assets. Should third parties make any demands and/or claims to the Agent, the Partner shall take all possible measures to satisfy such demands and claims.
4.13. Follow the Agent’s Instructions on the procedure of working in the App (specifically on signing in, managing the Administrator Panel, posting information on the Clinic, its Services, and doctors, and the method of interacting with Users).
4.14. Read the information sent to the Personal Account within one business day.
4.15. If any personal data of Partner’s employees, Partner’s clients or any other persons is posted on the Service — obtain such persons’ prior written consent to personal data processing, storage, and publication. In particular, when publishing images in the “Work Gallery” section, the Partner must obtain the written consent of all persons depicted in the photograph for the publication of such image.
4.16. Sign in on the Service, fill out the Partner’s application, and provide the login credentials, contact details, login, and password requested by the Agent. The Partner shall share accurate information on itself during the registration and hereby expresses its willingness to confirm this information upon every sign-in; it shall timely update the provided information if it changes and be held fully liable for providing inaccurate or outdated information.
4.16.1. During the initial registration, the Partner sets the login and password to be used for all subsequent sign-ins. The Service may at its own discretion set the requirements to logins and passwords, demand that the logins and passwords be changed, and introduce additional authentication factors for Partners.
4.16.2. Do not share the login and password assigned during the registration to any third parties and ensure integrity and confidentiality of the login and password.
4.16.3. The Partner understands and agrees that all actions performed on the Service upon signing in with its login and password assigned to it during the registration on the Service are considered to be performed by the Partner.
4.17. Immediately inform the Agent of any attempts of unauthorised access to the Partner’s account, loss or leakage of registration data, leakage of user data and other incidents that affect the security of the Service or Users.
5. Responsibilities of the Agent
5.1. Grant the Partner access to the Service, including:
5.1.1. Informational and technological exchange of documents and expressions of will required for Order Placement;
5.1.2. Capability to communicate with the User using the functionalities implemented in the Service;
5.1.3. Capability for Users to book Services;
5.1.4. Capability to view the profiles of other Clinics registered in the Service;
5.1.5. Receipt and refund of payments from Users.
5.2. The Agent may at its own discretion determine the list of Service functions available to the Partner.
5.3. Maintain the Service’s operability. Eliminate errors and failures in Service operation in due time. The Service is provided to the Partner “as is” in compliance with the principle of “working condition” generally accepted in international practice. This means that the Agent shall not be held liable for any problems emerging during the use of the Service (including problems of compatibility with other software products—packages, drivers, etc. or Service use outcomes not matching the Partner’s expectations, etc.). The Partner shall independently make decisions and be responsible for potential negative consequences associated with incomplete compatibility or Service’s conflicts with other software or hardware products, applications, or web sites used by the Partner.
5.4. Give Customers an opportunity of receiving information on Partner’s Services and an opportunity for Order Placement and payment for the Order.
5.5. Send to the Partner in due time the information on the placed Orders, successful payments for the Orders, and Customers’ messages.
5.6. Transfer to the Partner the money received from Users as payments for Orders according to the procedure stipulated by the Agreement.
6. Payment for Orders. Agent’s Fees
6.1. The Agent shall give Users an opportunity to pay for Orders in one of the following ways:
6.1.1. Via a non-cash payment in the App using the Nominal Account. Once the money is withdrawn from the User’s account, it is credited on the Nominal Account and transferred to the Partner upon confirmation of the Order completion. The User is notified and aware that the money received from them is transferred directly to the Partner.
6.1.2. Via a non-cash payment to the Agent’s bank account for subsequent transfer to the Partner. In this case, the User, by transferring the money to the bank account, instructs the Agent to pay the Partner on behalf of the User for the Order the User has placed on the Service.
6.1.3. Via a partial payment in cash or by payment cards to the Partner’s cash desk directly upon the provision of the Service. In this case, payment for the Order shall be made to the Nominal Account or the Agent’s bank account in the amount equal to or exceeding the Agent’s fee, and using the method specified in this sub-clause for the remaining amount.
6.1.4. The Agent may, at its own discretion, offer Users a different method of paying for the Order if using such a method does not disadvantage the User or the Partner compared to the methods established in these Terms.
6.2. The Agent shall transfer to the Partner the money received from the User no later than within 3 business days from the moment the Service is rendered.
6.3. The Partner shall receive the due payment for the Order from any other person appointed by the Agent if a paid Order is identified in the payment purpose.
6.4. The signing of a statement of service delivery and acceptance by the Partner and the User (including electronically) shall be considered proper confirmation that the Service was actually rendered. The Agent has the right not to transfer to the Partner the money received from the User before receiving a confirmation that the Service was duly rendered. Lacking a proper confirmation that the Service was actually rendered, the Agent may refund the money to the User. If the money is refunded to the User, the Agent is exempted from liability to the Partner for improper payment for services by the User or losses resulting from such a refund.
6.5. The Agent shall deduct the amount of Agent’s fee and any other amounts due to the Agent hereunder from the money to be transferred to the Partner.
6.6. The Agent’s fee is calculated based on the cost of the Services VAT inclusive.
6.7. The Partner shall obtain the User’s Voluntary Informed Consent for every type of medical intervention.
6.8. The Agent shall not be liable to the Partner for fulfilling User’s obligations and shall not be liable to the User for fulfilling the Partner’s obligations stipulated by the Order.
6.9. The Agent’s liability to the Partner hereunder is limited to the amount of the Agent’s fee.
6.10. The currency of the agreement is the Russian ruble. The Parties may transfer payments in another currency specified in the Order or by executing a separate document.
7. Miscellaneous
7.1. These Terms are a unilateral document and do not require bilateral signing. The agreement is deemed concluded in accordance with the procedure set forth in clause 3.7 of these Terms (approval of the Electronic Request in the Administrator Panel). The Partner’s details are specified in the Written Request and in the Personal Account and are deemed agreed upon from the moment of conclusion of the agreement. The Partner has been notified that the Agent concludes similar agreements with other counterparties, including on terms different from those of this document.
7.2. These Terms may be amended by the Agent unilaterally. The Partner is notified of the introduced amendments via posts on the Agent’s Website and by email (or to the Partner’s Personal Account). The Partner shall read the effective revision of the Terms upon fulfilling every Order or upon every sign-in. Any amendments disadvantaging the Partner shall come into effect no earlier than 10 days after their publication.
7.3. The Agent may immediately suspend or disable the use of the Service by the Partner and remove from the Service any information posted by the Partner if the Partner violates its obligations stipulated by this Agreement or upon receiving information of substandard Order fulfillment by the Partner (specifically, upon receiving such information via User feedback forms or User claims).
7.3.1. The application by the Agent of the organisational and technical measures provided for in this clause shall be proportionate to the violations committed by the Partner.
7.3.2. In all cases, the grounds for termination (suspension) of the possibility to use the Service are:
- offensive or degrading conduct towards Users, other Partners, or Service employees;
- providing Users with deliberately false information about Orders;
- dissemination of information prohibited under Russian law or the national law of the Partner;
- imposing transactions or services in which the User has no interest;
- using the Service for advertising or promoting any goods or services which are not posted in the Service;
- using the Service for discussing political, national, or religious issues;
- unauthorised access to or dissemination of personal data of Users or third parties;
- publication of images of Users or third parties without their consent or in violation of such consent;
- evasion of dispute resolution with Users;
- unfair competition with other Partners (dissemination of defamatory information, poaching).
7.3.3. Upon receipt (detection) of information about violations that constitute grounds for suspension (termination) of use of the Service, the Agent shall, within one business day, notify the Partner of the identified violations and propose to cease (eliminate) the violation committed, as well as provide explanations regarding the substance of the violation. The decision to terminate use of the Service shall be formalised by a reasoned notice to the Partner, taking into account the explanations provided by the Partner.
7.3.4. Termination of access to the Service shall not be applied in the case of technical or minor errors of the Partner that can be eliminated without prejudice to the interests of Users.
7.4. The Partner authorises the Agent to take any actions aimed at verifying the accuracy of the information posted on the Service by the Partner and confirming the Partner’s compliance with the requirements of the legislation of the Russian Federation during Order fulfillment, as well as the proper quality of Partner’s Services.
7.5. The Partner authorises the Agent to send any legally relevant notifications to the phone number and email provided when concluding the agreement or signing in to the Service (at the Agent’s discretion).
7.6. By signing the Written Application and filling in the Electronic Request in the Administrator Panel, the Partner authorises the Agent to collect, summarise, and use information on Partner’s Orders and to use, reproduce, and disseminate information on the Partner and the intellectual property assets owned by the Partner (trademarks, names, logos, trade names) in order to perform under these Terms.
7.7. The Agent may, at its own discretion, offer Users discounts on Partner’s Services. Whereas the discount is provided at the Agent’s expense, except in cases of offering it to match the “guaranteed lowest price”.
7.8. The Partner may not post any advertisements on the Service under the terms of this Agreement. The Partner shall reimburse the Service for any losses incurred from posting advertisements on the Service.
7.9. The Partner grants the Agent a non-exclusive right to use the intellectual property assets previously posted by the Partner (website and social media materials, articles, graphics, photo and video materials) to boost the interest in the Service and the services offered on the Service. When using the Partner’s materials, the Agent shall specify the source of their original publication, preserve the meaning and the context of publications, and comply with the requirements of the platforms where materials are posted.
The Partner has the right to partially or fully revoke the consent granted in this clause. In such case, the Partner shall send to the Agent a written notice with a list of the intellectual property assets owned by the Partner which the Partner prohibits the Agent from using or for which the Partner establishes additional rules of use (for example, prior approval of use).
7.10. The Agent’s activity is governed by the legislation of the Russian Federation; the Agent may demand that the Partner’s activity comply with the legislation of the Russian Federation.
7.11. Any disputes between the Partner and the Agent emerging from their responsibilities hereunder shall be settled at the Commercial Court of the Sverdlovsk Region.
7.12. The original version of these Terms is executed in Russian. This document is an official English translation prepared by the Agent.