Terms and Conditions of Business

Transcription

1 Terms and Conditions of Business Valid from 1 April 2015 Terms and Conditions of Business for Placement of Advertising Messages and Other Advertising Elements on Internet Servers Operated by Seznam.cz, a.s. 1) GENERAL PROVISIONS 1.1 Seznam.cz, a.s., registered office: Prague 5, Radlická 3294/10, Postal Code: , Company Registered Number: , entered in the Commercial Register kept at the Municipal Court in Prague, File Reference: B 6493 (hereinafter the Operator ) is, inter alia, the operator of an internet server available at the web address (URL) and other internet servers (hereinafter the Servers ). The Operator is entitled to provide interested parties with advertising space on the Servers to present advertising messages and other advertising elements. They are, for example, advertising banners, database inputs, preferential statements and links to individual internet servers or other entities included in a catalogue located at the internet server available at the web address in accordance with a valid offer of the Operator and the Operator s rules. 1.2 The party ordering the presentation of advertising messages or other advertising elements on the Servers, i.e. the client of the advertising campaign (hereinafter the Client ), is an individual or legal entity, either a direct customer or advertising or media agency (based on an obligation relationship with the Operator) ordering advertising space on the Servers. 2) ORDERING ADVERTISING 2.1 Reservation Advertising space on the Servers can be reserved based on written, faxed or reservations with the set requirements, which are: the campaign name, the designation of the entity for which the campaign is being carried out (in the case of an agency it must give the agency s invoicing details, as well as designate the client for which the campaign is directly being carried out, the trade name or first name and surname, including any suffixes and the registered number); dates, advertising products and positions; the specification of the name for Admonitoring (i.e. the name for the campaign specified across all servers and media); prices in accordance with the pricelist and any proposed discount, if there is an entitlement to it in accordance with the terms agreed with the Operator. The reserved advertising space and positions must be in accordance with a valid offer of the Operator. Reservations without a binding order are forfeited on the specified expiry date of an offer/reservation media plan. 2.2 Order Advertising space on the Servers is ordered based on a written, faxed or ed order of the Client or in accordance with a pro-forma invoice issued by the Operator containing all the requisites specified below, no later than 5 business days before the start of the presentation of the relevant advertising campaign, for orders accepted through the sales network of the Operator s account managers, no later than 10 business days before the start of the relevant advertising

2 campaign. An order is binding on the Operator after the Operator confirms it in writing or by e- mail for the Client. The Operator will usually confirm an order for the Client within three business days of the day it is accepted. The confirmation of an order means that the Operator and Client have agreed a contractual relationship that will be governed, in its basic matters, by the provisions of these Terms and Conditions of Business. The Client undertakes to make use of the advertising space order solely for itself. In the event that it breaches this obligation in accordance with the previous sentence, the Operator is entitled to request compensation for damage from the Client that demonstrably arose due to such conduct by the Client. By making a payment in accordance with a pro-forma invoice the Client expresses its consent to the Operator s Terms and Conditions of Business. In the case of the advertising product Credit Increase in Seznam Wallet an order becomes binding at the moment the Client's payment is credited to the Operator s account. By making such payment the Client expresses its consent to the Operator s Terms and Conditions of Business. Special conditions are agreed for the termination of orders for display format advertising (i.e. not for advertising such as Sklik, Goods, Companies): the Operator and Client are authorised to terminate a concluded order by giving 60 days notice, where the notice term starts to run upon the delivery of written notice to the other contracting party. An order must comprise: Invoicing details Client s registered number Client s registered tax number (if the Client is a VAT payer) Client s invoicing address Client s postal address, if different to invoicing address. Contact details Contact person Telephone, fax no. Advertising specifications Type of advert Advertising positions Comprehensive source documents for adverts Volume of advertising Date for advertising campaign Price excluding VAT

3 In the case of an Agency, the designation of the client for which the advertising message is ordered and also the campaign name in accordance with AdMonitoring rules (in the case of banner advertising). The Client will receive an order on request from the Operator, from the various departments in accordance with the type of advertising product. 2.3 Client s Rights and Duties, Responsibility for Contents of Advert The Client bears full responsibility for the quality and formal and content aspects of an advertising message located at the advertising space on the Servers. The Client shall, on an ongoing basis, check that a published advertising message is up-to-date and in compliance with the legal regulations of the Czech Republic. In the event the Client ascertains that an advertising message breaches any third party rights, it shall promptly notify the Operator of this and arrange the removal of the advertising message or ensure that it is brought into compliance with legal regulations. The Client gives the Operator, at the same time as delivering advertising source documents (see Article 2.5, below), its consent to the dissemination of the advertising message using the Servers on the global internet and also confirms that it is the entity entitled to exercise all the necessary rights to the advertising message that will be located on a Server of the Operator, in particular that it is entitled to exercise any proprietary copyrights to the relevant advertising message and/or to other advertising elements, and it is entitled to use any trademarks or other elements that are subject of protection of industrial or intellectual property contained in the advertising message, and confirms that it does not breach any third party rights. In the event of the untruthfulness of the above claims, the Client shall bear all the consequences resulting therefrom, including the duty to compensate authorised persons and the Operator for any detriment arising. At the Operator s request, the Client shall promptly and demonstrably document the facts concerning the Client s authorisation to exercise proprietary copyrights to an advertising message. For reasons of consumer protection from deceptive advertising practices, the Client shall mark the pages to which an advertising message links with its designation to an extent in accordance with legal regulations (at least in the form of a standard link to the page where such designation will be specified). The Client shall also adapt the site at which an advertising message is so that the departure of a user from the site is not complicated by additional confirmation windows or other technical barriers. Non-compliance with the conditions of this provision entitles the Operator to withdraw from a concluded contract. The Client is not entitled to provide third parties with any data that it obtains based on targeted advertising with the Operator. 2.4 Rights and Duties of Operator The Operator reserves the right to reject, suspend and/or cancel the publication of an advertising message if: 1. The medium of an advertising message is not in accordance with the Operator s technical requirements or the advertising source documents do not correspond to these Terms and Conditions of Business; 2. The advertising message is in conflict with legal regulations, the laws of the Czech Republic and/or international agreements binding on the Czech Republic; 3. The advertising message is in conflict with accepted practices, ethical rules and/or endangers public order; 4. The quality, form or content of the advertising message does not correspond to the Operator s authorised interests;

4 5. The Client is in delay with paying the price for processing or publishing advertising messages located at the Operator s Servers; 6. The Operator reserves the right to deduct an accepted payment of an amount under a pro-forma invoice for preferential payment of the Client s current liabilities that are overdue on the day the payment is credited to the Operator s account. In the event any fact occurs entitling the Operator to reject the publication of an advertising message and/or to suspend or end such advertising message, the Operator shall notify the Client of this without undue delay. The Operator undertakes, based on specific orders submitted and given the capacity of its Servers, to perform specific orders for advertising for individual Clients. The notification of a fact about the unsuitability of advertising messages or other advertising elements, as well as the reasons for rejection, suspension or cancellation of the publication of an advertising message or other advertising elements for any of the aforementioned reasons can be notified by the Operator to the Client at any time during a campaign or before its commencement. The Operator reserves the right to end the provision of all services provided to the Client in the event the Client provides third parties with the data it obtained based on targeted advertising with the Operator. 2.5 Advertising Source Documents All advertising source documents and other requisites of an advertising message or advertising elements that are to be presented at the Servers in accordance with an order of the Client shall be provided by the Client to the Operator no later than three business days (non-interactive formats) or no later than five business days (interactive formats, dynamic banners, special formats, direct mail) before the start date of the advertising campaign. For orders accepted through the sales network of the Operator's account managers, the Client shall supply the source documents no later than five business days after the signature of an order, but no later than five business days before the start of the relevant advertising campaign. If the Client orders an advertising message or campaign at the server Firmy.cz and does not supply the source documents by such deadline, or if they are incomplete, the Operator may, at its own discretion, use existing source documents, or the Operator is not under a duty to start the advertising campaign at all, without the Client being entitled to a discount on the price or the return of the price for the advertising campaign. The Operator shall inform the Client of such use or non-start in advance. The Client is fully responsible for the delivery of source documents in full and on time and is responsible if it does not do so. For each new campaign the Client shall supply new advertising source documents that meet the conditions stipulated by this provision. The Operator is not under a duty to return or archive source documents after the end of a campaign. The Client shall supply complete source documents for an advertising campaign or position, otherwise the source documents will not be processed by the Operator. If the source documents are not complete, the Operator is not under a duty to start the advertising campaign, without the Client being entitled to the return of the charges paid for the advertising campaign. The Client ordering the advertising message or campaign at the Firmy.cz server is entitled to provide the Operator in advance with source documents that are the same for multiple campaigns that the Client orders and at the same time the Client shall expressly inform the Operator of this. In each subsequent advertising campaign the Client is entitled only to refer to such source documents, without having to again provide them to the Operator. The reference to the source documents must be clear, so that the Operator is in no doubt about which source documents are to be used for which advertising campaign.

5 The following must also be complied with for the sending of the source documents: Campaign Name Specify the precise agreed name of the campaign (in accordance with AdMonitor rules) see Order. Advertising Positions The name of an advertising position with notification of the location (e.g. Commercial Message Novinky.cz, news section see media plan) where specific source documents are to be placed. Date The provision of information stating in which planning period the banners are to be used, or whether the source documents can be used throughout the agreed period. As far as concerns the exchange of source documents for new ones or their addition to current ones, this should be communicated to the Operator. URL Precise allocation to individual banners or texts. In the case of a banner with a multiple URL the specific allocation to individual parts of creative elements. Source Documents All source documents supplied must meet the general rules, which are available here: Always supply only banners or texts in the requested formats for the positions that are ordered and are designated for advertising at the Operator s servers. Non-interactive formats: Interactive formats: It is impermissible to supply source documents in a package with banners that are not for advertising at the Operator s server or for unordered positions, or in the form of a link where the source document can be downloaded. Further, information about the requested rotation of creative elements is necessary, in the event such information is not stated, rotation will be equal. If source documents are delivered late, the Client is not entitled to the provision of substitute performance or to make a complaint about the days on which the Client was late with the supply of source documents. Graphic advertising elements accepted by the Operator for internet advertising are, in particular, advertising banners and advertising buttons that have to, inter alia, primarily meet the conditions for the various types of advertising messages, advertising elements and advertising positions. All specifications for the production of an advertising message placed at the Operator s Servers are defined in the link to the Operator specified at the internet server available at the web address (URL)

6 In the event an advertising message does not meet the aforementioned criteria, the Operator is not under a duty to accept it and does not guarantee its publication in full. Source documents for the creation of an advertising campaign in the Sklik system must be in accordance with the contractual terms ( of the Sklik system and must be supplied on the questionnaire form for this purpose. The Client shall provide all source documents for an amendment to an advertising campaign already ordered and confirmed by the Operator no later than three business days before the date of the intended change. In the event the Client does not do so, the Operator is not responsible for making a timely change to the order. A change to an order, in the event the altered campaign is not in conflict with these Terms and Conditions of Business, will be carried out as soon as possible. 2.6 Changes to Advertising Campaigns The Operator reserves the right to change the advertising formats and categories in which the advertising messages are published. In the event of the inclusion of an advertising message in a category, the Operator reserves the right to move an advertising message to a more relevant category, if it arises. The Operator also reserves the right to cancel an individual advertising format or category. In the case of an order or as-yet incomplete advertising campaign of the Client for such advertising format or category in which an advertising message was to be located, the Operator undertakes to offer the Client performance in a similar quality that corresponds to the plan/purpose for the Client s advertising campaign and, unless the Client expresses its consent to such similar performance, the Operator shall promptly return the already paid price or part of the paid price corresponding to the advertising campaign that has not been carried out. 3) FINANCIAL TERMS AND CONDITIONS 3.1 Price The price is calculated based on the Operator s pricelists published at the Servers and valid for the given period at the time of an order based on statistics during an advertising campaign generated by the Operator. The prices specified in the pricelist exclude VAT, which is added in accordance with valid legal regulations. 3.2 Invoicing and Terms and Conditions of Payment The Operator is entitled, based on a pro-forma invoice, to request an advance on the price or payment in advance. The relevant amount of a payment shall then be credited to the Operator s account no later than two (2) business days before the commencement of the advertising campaign. In the event that a payment is not credited to the Operator s account in full and on time, the Operator is not under a duty to carry out the campaign. If, however, the Client makes a payment within ten calendar days of the day of the requested commencement of the relevant advertising campaign, it will be launched, but shortened by the period that passed from the start of the relevant advertising campaign in accordance with the order until payment, without an entitlement for an aliquot reduction in the amount paid. In the event of a delay longer than ten calendar days after the day of the requested start of the relevant advertising campaign, it is not possible to additionally start the campaign and the order will be cancelled without any replacement/compensation. Invoices with the requisites of a tax document are issued within 15 days of the day the duty to report tax or taxable supply arose, which is the day of issue of the tax document, the day of acceptance of the payment or the day of provision of the service (day the

7 advertising campaign ends), whichever day occurs earlier. If an advertising campaign runs for several months, partial invoices for an aliquot part of the campaign will be issued at the end of each calendar month. Tax documents are issued with invoicing details in accordance with the relevant order or pro-forma invoice. The maturity period for invoices is fourteen days from the issue date. In the event of a delay with their payment, the Operator is entitled to bill the Client late payment interest totalling 0.05% of the outstanding amount for each day of delay or any part thereof. A campaign that has been paid for in the amount and under the variable symbol specified on the order shall be regarded as a campaign that has been duly paid. Payment shall be understood to mean the crediting of the amount to the Operator s bank account. Incorrect, partial or bulk payments will not be accepted. Such payments will be returned to the account from which they were credited to the Operator s account, reduced by any banking charges incurred by the Operator. 3.3 Cancellation Conditions In the event the Client wants to cancel an order that has already been confirmed, it is obliged to pay the Operator a cancellation charge in the amount of the agreed price with VAT in accordance with the order. 3.4 Minimum Amount of Order An order shall be for a minimum of CZK , excluding VAT. 3.5 Special Conditions for Unpaid Campaigns The Operator is entitled to suspend any campaign or advertising message of the Client if it is in delay with the payment of any obligation towards the Operator and such campaign or advertising message shall be regarded as having been ended for reasons on the Client s part. After the payment of such obligation in full the Contracting Parties will agree to continue the advertising campaign provided such continuation is still possible with regard to its non-implementation. 3.6 Discounted Packages (Special Offers) In the case of the purchase of a discounted package of services, the Client takes note that it is not possible to request additional changes to products under such order. The transfer of funds to another product of the Operator or a request for the return of funds charged as a part of such special offer to the Seznam Wallet is also not possible. In the event of the premature termination of an order, the Cancellation conditions in accordance with Section 3.3 apply. An order that is designated as a Special Offer and a case where, based on the provision of a certain service, the Operator provides additional services for a discounted price (for example: when a service is provided and a subsequent service is provided with a % discount) are regarded as discounted packages of services. 4) STATISTICS 4.1 Statistics are automatically generated for each advertising campaign and are available to the Client free of charge. The Client obtains a user name and password by based on its written request from the Operator after the commencement of an advertising campaign. Statistics provide data retrospectively i.e. they are generated overnight for the relevant day and are available the

8 next day. For the purposes of a complaint (if any), however, only the values of the number of impressions (i.e. views) are binding. 4.2 The Client declares that it is aware of the fact that the Operator is a member of the special-interest group SPIR (Sdružení pro internetovou reklamu, z.p.s.o.; and the Client grants the Operator its irrevocable consent to the use of data about advertising campaigns for internet research as a part of SPIR. 5) COMPLAINTS 5.1 In the event of errors on the Operator s part, the Client, as a part of complaint proceedings, is entitled to request reasonable compensation, in particular in the form of another substitute advertising campaign, or a discount on the price. 5.2 The Client shall make complaints solely in writing, by registered letter to the Operator s registered office. Complaints made by , fax or telephone shall not be regarded as having been properly made. 5.3 The choice between the claims specified above is a matter for the Client only if it notifies it to the Operator in a written notification of defects sent in time. The Client may not then change a claim made without the Operator s consent. 5.4 The deadline for making a complaint is 14 calendar days from the day the Client ascertained or could have ascertained errors, but no later than the last day of the campaign. The Operator reserves a period of 30 calendar days for a decision on a complaint. The Client shall, in a complaint, state the following information: the designation of the Client or customer (in the case of an advertising agency), the campaign name, the advertising positions, the number of planned impressions, the number of implemented impressions and the allocated order number, which is always specified with the confirmation of the receipt of an order. 5.5 An error on the Operator s part shall be understood to be the non-functionality of its services that concerns a confirmed order of the Client, for a period longer than six hours during a calendar day. The irregular publication of an advertisement in the event the ordered volume of advertising messages is displayed in full in the agreed time period shall not be understood to be an error. 5.6 In particular, fluctuations in traffic to individual servers of the Operator shall not be regarded as an error on the Operator s part.

9 5.7 A discount on the price is applied in the form of a corrected tax document. The duty to pay is therefore limited only to the proportionate part of performance about which a legitimate complaint is not made. 5.8 Objections to issued invoices tax documents that, as a consequence, would lead to a limitation on the Operator s receivable due from the Client shall be made by the Client within seven calendar days of the delivery of the invoice, in writing to the Operator s registered office. The Client shall prove compliance with the deadline, otherwise an objection will be regarded as late. 5.9 The complaint rules of the Sklik system are governed by the Sklik service s contractual terms and conditions ( and supported by these Terms and Conditions of Business. 6) CONCLUDING PROVISIONS 6.1 The Contracting Parties undertake not to disclose data and information obtained as a part of cooperation to any third party, with the exception of the publication of data on Seznam servers, including data that could be personal data under Act No. 101/2000 Coll., on protection of personal data and an amendment to some acts, as amended (hereinafter the Personal Data Protection Act ). The Client agrees and by confirming these terms confirms its consent with the processing and use of the aforementioned data that could be personal data under the Personal Data Protection Act. The Client therefore grants the Operator its express consent in accordance with Section 5 of the Personal Data Protection Act to the processing of the personal data provided by a user and other data. The consent to data processing is provided for an indefinite period of time where the Client can rescind its consent free of charge at any time in a written notification to the Operator, addressed to the Operator s registered office. The Operator guarantees to the Client the other rights specified in Section 11 and Section 21 of the Personal Data Protection Act. 6.2 The Contracting Parties undertake not to disclose data and information obtained as a part of cooperation to any third party. 6.3 The Client is fully responsible for the content of all the advertising messages it delivered or other advertising elements and their compliance with valid legal regulations and accepted practices. In the event that advertising messages or advertising elements supplied by the Client are not in such compliance, the Client is then liable to the Operator for all detriment caused. 6.4 Any amendment to a contract concluded in accordance with those Terms and Conditions of Business is possible only in the same or a stricter form in which the Contract was concluded. The above shall not prejudice Section 6.8 of these Terms and Conditions of Business.

10 6.5 These Terms and Conditions of Business are an integral part of the contract entered into between the Client and the Operator (or are an integral part of a confirmed order). In the event of disputes between the content of a contract and the Terms and Conditions of Business, the contract shall always have the priority. 6.6 All references in the form of clicks in the text of these Terms and Conditions of Business are, inter alia, an integral part of these Terms and Conditions of Business. 6.7 All relations not addressed by these Terms and Conditions of Business are governed by the valid laws of the Czech Republic, in particular the Civil Code. If a special Contractual Arrangement or Special Terms and Conditions of Business are created for certain Seznam products or servers, the text of these Terms and Conditions of Business shall be applied as a subsidiary text. 6.8 The Operator reserves the right to amend these Terms and Conditions of Business to a reasonable extent. Any amendment will be notified to the Client over the internet. The Client is entitled to reject such amendments and, in such case, is entitled to repudiate the obligation for this reason within 14 days of the amendment in writing to the address of the Operator s registered office. 6.9 In the event that some disputes cannot be resolved amicably, the Operator and the Client agree that the courts that have local jurisdiction over the Operator s registered office will have local jurisdiction for the resolution of such disputes These Terms and Conditions of Business are prepared in Czech and English. In the event of any lacks of clarity or interpretation problems, the Czech version is decisive. These Terms and Conditions of Business are valid and effective from 1 April 2015