Advertising Placement Provisions
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| Riga |
| 01.11.2014
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| Limited Liability Company Adbox, Registration No. 40003987574 , shall place the advertising (shall render services) on Web portal/portals in accordance with the following provisions:
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| Definitions: |
The PERFORMER: Limited Liability Company Adbox, Registration No. 40003987574 .
The CLIENT: natural or legal person who has submitted an application / media schedule, signed and coordinated with SIA Adbox, for placement of advertising on portal/portals.
The PARTIES or separately the PARTY: the PERFORMER and/or the CLIENT as defined in the text of the Provisions.
The CONTRACT: expression of will by both PARTIES and agreed between them when making a liability by which the PERFORMER undertakes to perform the work, that is, place the CLIENT’S advertising while the CLIENT undertakes to pay such work and both PARTIES follow the present Provisions.
The BANNER: graphic, textual or other representation of the advertising.
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| Contracting Procedure |
According to LR Civil Law, Section 1535, the PARTIES may give their consent for making a deal either both at the same time or one after the other.
The PERFORMER shall coordinate with the CLIENT and develop the Draft Media Schedule. The CLIENT shall approve the Draft and submit it to the PERFORMER. If the Draft Media Schedule submitted by the CLIENT differs from the one mutually coordinated, then the PERFORMER shall notify his refusal to the CLIENT within three days by registered mail to address indicated by the CLIENT. If such notification is not sent, then the PERFORMER has approved the Media Schedule.
When submitting the application / media schedule, signed and coordinated with the PERFORMER, for advertising placement on Web portal/portals, which includes also the volume of the advertising and the payment amount, the CLIENT thereby shall accept the offer expressed by the PERFORMER in these Provisions and shall express his will to make the contract.
The CONTRACT between the PARTIES shall be made from the time when the PERFORMER has received from the CLIENT the application / media schedule and the PARTIES shall undertake to perform liabilities included in these Provisions.
The CONTRACT shall not be deemed made if: the application / media schedule is not signed by the CLIENT; includes not the indication of volume and price of the advertising, details of the CLIENT, code of the BANNER (assigned by the PERFORMER); contains such deviations from the price list which are not accepted by the PERFORMER.
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| 1. SUBJECT OF THE CONTRACT |
| 1.1. The CLIENT shall order to the PERFORMER and pay him while the PERFORMER on the CLIENT’S order and according to these Provisions and procedure therein established shall place by the CLIENT’S commission the advertising materials in the form of Internet advertising banners on the Web portal /portals. |
| 2. CONTENT OF THE SERVICE |
| 2.1. The PERFORMER shall place the advertising elements ordered by the CLIENT in the form of Internet advertising banners on the Web portal/portals according to Media Schedule(s) submitted (signed and sealed) by the CLIENT and coordinated with the PERFORMER. |
| 2.2. The CONTRACT amount for the Services in their volume specified in the Media Schedule shall be established in accordance with the price list unless the PARTIES have not agreed on other amount and such amount is specified in Media Schedule submitted by the CLIENT. |
| 3. LIABILITIES OF THE PARTIES |
| 3.1. LIABILITIES OF THE PERFORMER |
| 3.1.1. Within the time period specified for rendering of the Service (Article 2.1.) the PERFORMER shall place on Web portal/portals the CLIENT’S advertising materials in compliance with parameters indicated in each particular Media Schedule mutually agreed and signed by the PARTIES. |
| 3.1.2. The PERFORMER shall assign to the CLIENT an individual username and password and the PERFORMER shall undertake to send them to the e-mail address indicated by the CLIENT after commencement of demonstration of the CLIENT’S banners and thus the CLIENT shall be provided with the access to statistical data relating to banners ordered by the CLIENT within such time period for which the CLIENT has made settlements with the PERFORMER within the framework of the present CONTRACT. |
| 3.1.3. The PERFORMER shall provide the CLIENT with statistical data at disposal of the PERFORMER on effectiveness of a particular element of the CLIENT’S advertising within the ordered time period as far as it is allowed by the PERFORMER’S software version: AdServer 2.3.6. |
| 3.1.4. Statistical data shall include the following:
number of displays (AdViews) within various time periods (24 hours, week, throughout the whole advertising campaign)
number of clicks on the banner (Adclick)
percentage ratio between the number of clicks on the banner and the number of displays (Click Rate)
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| 3.1.5. The PERFORMER shall only provide the placement of the advertising and its demonstration to users of Web portal/portals. The PERFORMER may not affect the banner effectiveness indices (Click rate) that depend on criteria chosen by the CLIENT in realization of efficient advertising campaign. |
| 3.2. LIABILITIES OF THE CLIENT |
| 3.2.1. The CLIENT shall have to send the advertising materials to the PERFORMER’S e-mail address ads@adbox.lv not later than within (three) business days before the date projected for commencement of displaying of the advertising material. |
| 3.2.2. The advertising materials must be prepared in accordance with the PERFORMER’S specifications that are shown at //www.adbox.lv/?page_id=15. If the CONTRACT is already made between the PARTIES, then the PERFORMER shall warn the CLIENT about changes in specifications not later than one week before the date projected for commencement of displaying of the advertising material. |
| 3.2.3. The CLIENT shall be held responsible for correctness of the advertising text to be placed, its compliance with real circumstances as well as with requirements of LR legal acts, particularly in aspects of ethics, competition and copyright. |
| 3.2.4. The CLIENT shall inform the PERFORMER about the CLIENT’S authorized person who is responsible for performance of the present CONTRACT. The CLIENT shall undertake to send information about the CLIENT’S authorized person at e-mail address info@adbox.lv |
| 3.2.5. The CLIENT shall undertake to accept (sign) the mutually coordinated Media Schedule and submit it to the PERFORMER within 3 (three) business days from receipt thereof while in case when such period is delayed the PERFORMER shall be entitled to unilateral recession from the CONTRACT. |
| 3.2.6. In case when the CLIENT’S details change, the CLIENT shall inform the PERFORMER within 5 business day after such changes have come into force by e-mail message to the PERFORMER’S e-mail address: info@adbox.lv. |
| 3.2.7. If within the CONTRACT performance period the CLIENT has failed or delayed sending the advertising materials, the CLIENT shall not be relieved from a liability to pay for services rendered in accordance with a waybill made out by the PERFORMER, in full amount and within dates specified in this waybill. |
| 4. RIGHTS OF THE PARTIES |
| 4.1. RIGHTS OF THE PERFORMER |
| 4.1.1. Within the CONTRACT period the PERFORMER shall be entitled to unilaterally and on his own initiative evaluate the compliance of the CLIENT’S advertising materials with moral and ethic norms as well as with currently valid legislation of the Republic of Latvia. |
| 4.1.2. In case when the PERFORMER considers the content of the CLIENT’S advertising materials as contradicting the moral and ethic norms as well as the laws of the Republic of Latvia, then the PERFORMER shall be entitled to reject placing such materials by notification about it to the CLIENT’S authorized person (Article 3.2.4. of the Provisions) within one business day after the CLIENT’S advertising materials have been received. |
| 4.1.3. The PERFORMER shall not be held liable for visualization of the information in Internet browsers that are used in Latvia by less than 5 % Internet users. |
| 4.1.4. The PERFORMER shall be entitled to refuse placing the CLIENT’S advertising if it is established that the CLIENT’S advertising materials contain the advertising of third persons, which is not shown in the Media Schedule agreed between the PARTIES. |
| 4.1.5. If the CLIENT fails to send the advertising materials in accordance with procedure provided for in Article 3.2.1. of this document, then the PERFORMER shall be entitled to not publish the advertising materials in due time as well as not guarantee the execution of displays on any advertising demonstration day when through the CLIENT’S fault the advertising materials have not been timely published. |
| 4.2. RIGHTS OF THE CLIENT |
| 4.2.1. The CLIENT shall be entitled to receive information about the course of the advertising campaign at telephone number published on www.ads.adbox.lv homepage or via e-mail ads@adbox.lv on business days 9:00 to 17:00. |
| 4.2.2. The CLIENT shall be entitled to receive consultations on implementation of advertising materials. |
| 5. PERIOD OF THE CONTRACT |
| 5.1. The CONTRACT shall come into force from the day when the CLIENT has submitted the accepted and signed Media Schedule and shall stay valid until the discharge of liabilities. |
| 5.2. Amendments to provisions of the CONTRACT shall only be allowed upon mutual written agreement between the PARTIES on specific amendments to the CONTRACT. |
| 6. CANCELLATION OF THE CONTRACT |
| 6.1. In case when the CONTRACT is prematurely and unilaterally terminated on the PERFORMER’S initiative, the PERFORMER shall refund to the CLIENT the money amount paid for unfulfilled liabilities except for cases when display of the CLIENT’S advertising materials is suspended in accordance with Articles 4.1.2., 4.1.4., 7.4 and 7.5. of the present CONTRACT. |
| 6.2. If the CONTRACT is prematurely and unilaterally terminated on the CLIENT’S initiative, then the CLIENT shall pay the PERFORMER the contractual penalty in the amount of 25% from a sum that is not withdrawn from the CONTRACT, which shall be calculated on the basis of requests submitted by the CLIENT and the total amount of the Services as shown in the Media Schedules as on the CONTRACT termination day. |
| 6.3. Payment of contractual penalty shall not relieve the payer from performance of his liabilities and compensation for damages. |
| 7. PROCEDURE OF SETTLEMENTS |
| 7.1. Payment for Services rendered basing on these Provisions shall be made in full amount according to a waybill made out by the PERFORMER and within dates specified in such waybill. The PERFORMER shall submit to the CLIENT the waybill for payment if not otherwise stated in the mutually coordinated Media Schedule. |
| 7.2. The payment sequence shall be agreed between the CLIENT and the PERFORMER while the invoicing procedure shall be shown in the Media Schedule. If the CLIENT receives not the waybill from the PERFORMER, then the CLIENT shall have to make the payment in amount and at time specified in the Media Schedule. |
| 7.3. The CLIENT shall pay the PERFORMER the amount of the issued waybill at the stated time by remittance of money amount therein mentioned to the PERFORMER’S bank account shown in the waybill. |
| 7.4. If the CLIENT fails to pay the PERFORMER the amount of the issued waybill at the stated time, then the PERFORMER shall be entitled to charge and demand the CLIENT pay while the CLIENT shall pay the contractual penalty in the amount of 0.5% (zero point five per cent) from total sum of each outstanding waybill for each day of payment delay and to suspend rendering the Service to the CLIENT until full redemption of the debt. |
7.5. In case when the payment is delayed by more than 10 (ten) days, then the PERFORMER shall be entitled to terminate, at his own discretion and unilaterally, the present CONTRACT by a written notification to the CLIENT while the CLIENT shall be liable to make a full settlement with the PERFORMER for the rendered Services, the charged contractual penalty and statutory late payment interest, as well as compensate the PERFORMER in full for damages caused.
The PERFORMER’S damages requiring not to be proved additionally shall be considered such compensation for the volume of Services which is agreed according to provisions of the CONTRACT (Media Schedule) but not fulfilled until premature termination of the CONTRACT through the delay in performance of payment liabilities by the CLIENT.
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| 7.6. If the CLIENT has delayed the performance of payment liabilities, then the PERFORMER shall be entitled, without preliminary notification to the CLIENT, to first withdraw money from further payments by the CLIENT for payment of the contractual penalty, statutory late payment interest, and then after repayment of debts with older stated time to enter the remaining amount (if any) into the next regular payment. Payment of contractual penalty shall not relieve the CLIENT from discharge of liabilities undertaken by the present CONTRACT. |
| 7.7. Each payment made by the CLIENT shall be deemed fulfilled on the day when the corresponding payment amount is entered in full into the PERFORMER’S settlement account. |
| 7.8. If the Media Schedule provides to make payments by instalments or at fixed dates, then in case of delayed payments the PERFORMER may thereafter make out the waybill at dates differing from those established in the Media Schedule. |
7.9. In case the CLIENT has delayed the payment discouraged in the Agreement or is avoiding the payments in which case the
PERFORMER is obligated to address third parties for dept retrieving, then the collateral to the Agreement penalty that is already discouraged in this Agreement for delayed payments, CLIENT also has to recompense to PERFORMER the expenses that comes into existence of third parties service fee. |
| 8. CLAIMS |
| 8.1. All claims arising in connection with performance of the present CONTRACT shall be made to the other PARTY in writing, preferably in electronic form (e-mail) at info@adbox.lv and ads@adbox.lv. |
| 8.2. A PARTY to which a claim is addressed shall have to examine the received claim within 5 (five) business days of its receipt and give the other PARTY a written reply with proposals on solution of relevant problems. Failure to reply to a claim shall be considered as unconditional acceptance of relevant claim by a PARTY to which such relevant claim is addressed. |
| 8.3. The CLIENT can claim the PERFORMER for the Service in writing not later than within 3 (three) days of the date stated for performance of the Service. After this date the claims made by the CLIENT shall not be accepted and considered. |
| 9. CONTINGENCIES |
| 9.1. The PARTIES shall be relieved from full or partial responsibility for non-performance or delayed performance of the CONTRACT if such non-performance or delayed performance of liabilities has resulted from direct effect of force majeure |
| 9.2. In interpretation of the present CONTRACT force majeure shall be any legal act that has come into force and directly affects the CONTRACT performance at all or within the stated time or part and thus makes impossible such performance, including war, any military action, disorders, embargo, various natural disasters and other force majeure, of which occurrence could not be beforehand predicted, prevented or affected by the corresponding PARTY referring to such circumstances, and which circumstances directly hamper the performance of the present CONTRACT on the whole or within some particular part thereof or time. |
| 9.3. The other PARTY must be warned about occurrence of force majeure not later than within 3 business days from the day of such occurrence, otherwise a reference to force majeure cannot serve as justification for non-performance, delayed or improper performance of liabilities under the CONTRACT. |
| 10. OTHER PROVISIONS |
| 10.1. These Provisions shall be in force and regulate the contractual relations between the PARTIES from the day when the liabilities have been established. If the PARTIES have agreed on different provisions in the Media Schedule, then these Provisions shall be in force as far as they do not contradict the provisions of the Media Schedule. |
| 10.2. The PERFORMER shall retain the right to amend the Provisions. Changes in the Provisions that have taken place after establishment of contractual relations shall not relate to the CONTRACT already concluded and the PARTIES shall be governed by the wording of the Provisions placed in section Advertising Placement Provisions on the day of establishment of contractual relations. |
| 10.3. When establishing the contractual relations, the CLIENT shall be entitled to demand from the PERFORMER a certified copy of these Provisions. |
| 10.4. All disputes, disagreements and demands that arise from or affect the present CONTRACT and are not settled between the PARTIES in a friendly manner shall be finally solved in the court according to legislation of the Republic of Latvia.
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