These General Terms and Conditions (hereinafter the “GTC”) are issued by GingerbreAds FZE, reg. no. 9868, with its registered office at United Arab Emirates, UAQ Free Trade Zone, Al Shmookh Business Center M 1003 (hereinafter the “GingerbreAds”) for its business partners entering into a contractual relationship with GingerbreAds as entrepreneurs (hereinafter individually the “Partner”), who expressly agree to comply with these GTC.
The Advertiser hereby declares that it has duly read these GTC.
Unless these GTC state otherwise, by sending of filled and signed insertion order (hereinafter the “Insertion Order”) by the Advertiser to the GingerbreAds, the Advertiser sends the GingerbreAds an offer to conclude the co-operation agreement, terms and conditions of which are included in the Insertion Order and these GTC (hereinafter the “Co-operation Agreement”). The Advertiser hereby declares, that the data filled in the Insertion Order are of true and actual nature.
The Co-operation Agreement shall be concluded by an acceptance of filled Insertion Order by the GingerbreAds. The Insertion Order shall be deemed accepted by a delivery of signed copy of the Insertion Order by the representative of GingerbreAds to the Advertiser. The Insertion Order shall be signed and delivered via Dropbox Sign or other electronic e-signature platform chosen by the GingerbreAds, unless parties agree otherwise. The Advertiser hereby acknowledges, that the GingerbreAds shall be entitled, in any case, not to accept the Insertion Order, irrespective of whether or not the registration or any other communication between the GingerbreAds and the Advertiser has already been made. Co-operation Agreement shall be constituted only of the accepted Insertion Order by the GingerbreAds and these GTC – any other amendments, terms and conditions or other modifications, made by the Advertiser and not accepted (by explicit declaration) by GingerbreAds, shall not apply.
The business co-operation between GingerbreAds and the Advertiser upon the Co-operation Agreement consists of an obligation of GingerbreAds to enable a marketing product created by the Advertiser/for the Advertiser and provided to the GingerbreAds network to be promoted online via the GingerbreAds network, as described below (hereinafter the “Offer”), by means specified under these GTC and of Advertiser’s obligation to pay the GingerbreAds the price for its services specified in these GTC (hereinafter the “Fee”) pursuant to Art. 6 of these GTC and provide GingerbreAds with all co-operation as needed to comply with the Co-operation Agreement and other obligations of GingerbreAds.
GingerbreAds operates a software solution (network), that shall enable the Advertiser to submit the Offer to the network, where the Offer can be accepted by respective partners of GingerbreAds registered in the network, in order to these partners ensure respective online promotion of the Offer (partners registered into the network hereinafter as the “Partners”). The parties agree and the Advertiser accepts that the GingerbreAds itself shall not promote the Offer itself, therefore the GingerbreAds shall not act as a propagator of the advertisement, nor as an advertiser and may be considered an advertisement processor only in case it process the respective advertisement. The GingerbreAds’s scope of activity upon this Co-operation Agreement consists only of facilitation of the Offer’s promotion via Partners and ensuring an arrangement of the communication between the Advertiser and the Partner(s).
The Advertiser hereby acknowledges, that the Advertiser is deemed a person ordering the advertisement (an advertiser), and that Partners promoting the Offer may be (as the specific case may be) deemed propagators of the advertisement.
The Advertiser shall not make any information obtained from the GingerbreAds (including any information obtained from the Partner) within the co-operation accessible to a third party if the nature of such information indicates that it has the nature of business or trade secrets or know-how, and/or that it has certain value for the GingerbreAds or the Partner, or if, in view of its nature, disclosure of such information to third parties could impair rights and/or justified interests of the GingerbreAds or the Partner. In case of doubts whether certain information shall be deemed confidential, such information shall be deemed confidential, unless the GingerbreAds states otherwise. To avoid any doubt, it shall hold that confidential information does not include information that is publicly known or otherwise available to the public.
The Advertiser agrees to comply with its obligation set out in Art. 3.1 GTC even after termination of the Co-operation Agreement for a period of such information keeps its confidential nature, or at least for ten (10) years as of the termination of this Co-operation Agreement (whichever happens first).
All Advertiser’s representations addressed to the GingerbreAds within the duration of the Co-operation Agreement shall be performed truthfully and the Advertiser shall act honestly and in compliance with good morals and the Advertiser shall ensure that such representations remain truthful during the whole co-operation with the GingerbreAds.
Within the duration of the Co-operation Agreement, the Advertiser agrees to comply with applicable valid and effective legal regulations under all circumstances and represents that it enjoys full legal capacity. Where necessary for the activities of the Advertiser, the latter also represents that it holds the necessary licenses, permits or other authorisations following from valid and effective legal regulations.
The Advertiser is obliged to:
ensure that the whole content of the Offer, as well as the Offer itself, does not contain any elements that may be contrary to valid and effective laws, good morals, these GTC, the Insertion Order and other instructions of the GingerbreAds, by which the Advertiser is bound by, including but not limited to any elements that infringe third-party trademarks, registered designs, patents or copyright or otherwise infringes third-party rights.
ensure that any content visible or otherwise available on portals, websites or in other electronic environment owned or operated by/for the Advertiser, that is used in the co-operation pursuant to the Co-operation Agreement (hereinafter the “Web Content”), does not contain any elements that may be contrary to valid and effective laws, good morals, these GTC, the Insertion Order and other instructions of the GingerbreAds, by which the Advertiser shall be bound, including but not limited to not containing any elements that infringe third-party trademarks, registered designs, patents or copyright or otherwise infringe third-party rights;
use the personal data and contact details of the persons addressed in accordance with the valid and effective legal regulations, where it shall use them within the duration of the Co-operation Agreement;
ensure the technical functionality of all materials or products in its possession that are used in the co-operation, as the availability of all such materials and products shall be no less than 99 %;
ensure that any payments made within co-operation with the GingerbreAds are of legitimate source, owned by the Advertiser and arising from its legitimate business activities;
withhold from use of unfair and blacklisted commercial practices.
As the GingerbreAds insists on fair and transparent advertising, not contradicting the law, good manners and ethical rules, to be performed via network of GingerbreAds, the GingerbreAds hereby generally informs the Advertiser on prohibited types of advertisements pursuant to the Directive 2005/29/EC of the European Parliament and of the Council of 11th May 2005, concerning unfair business-to-consumer commercial practices in the internal market (“Directive”). This information is explicitly contained in an annex 1 to these GTC. The GingerbreAds intends to be obliged by the rules contained in the Directive, even though it is a legal regulation outside of GingerreAds's jurisdiction and therefore, it does not directly apply to the GingerbreAds. The Advertiser hereby undertakes to comply with the provisions of the Directive. The Advertiser hereby declares that he/she/it duly read the annex 1 to these GTC and shall be obliged to keep that. The Advertiser shall be obliged to always keep law, good manners and ethical rules set forth by the GingerbreAds (particularly in his/her/its instructions regarding the advertisement, its content etc.).
The Advertiser hereby acknowledges and undertakes to ensure (particularly in his/her/its instructions regarding the advertisement, its content etc.) that the advertisement is not particularly:
deceptive (particularly in case it does not identify itself as an advertisement and it is hard to find out that it is truly an advertisement).In case the advertisement may be in any way deemed “hidden”, such advertisement must contain following: “This is an advertisement”, plus equal sentence in a language of a state, on whose customers the advertisement aims. Such bilingual sentence must be placed on a visible place at the website and must be made of at least font 12.
misleading (particularly in case any statement is false or misleading and it may evoke false ideas/opinions on the product, its content etc.). More information to be contained in the annex 1 to these GTC.
aggressive (particularly in case the customers are being manipulated so they buy offered products or services without proper judgement). More information to be contained in the annex 1 to these GTC.
advertising products infringing rights of third persons (intellectual property rights, rights on protection of a personality etc.).
The Advertiser also acknowledges that the Directive does not contain all provisions related to regulation on advertising, as for example the Directive contains only general basic standard on advertising (i.e. there might be stricter rules on advertising across the countries). Therefore, the Advertiser shall be obliged to ensure that the advertisement on the product will always be in accordance with law of country, to whose customers the advertisement aims (particularly Advertiser’s instructions regarding particular advertisement etc.).
The Advertiser hereby acknowledges and undertakes to keep (particularly regarding Advertiser’s instructions regarding particular advertisement, its content etc.), that advertising on some types of products has stricter rules than general ones. Such products are particularly medicine, food and dietary supplements, alcoholic beverages, tobacco products, guns and ammunition, medical interventions, financial services, trade with real estates or gambling.
The GingerbreAds shall be entitled to ask the Advertiser to provide, on Advertiser’s costs, a basic research on legal order in respective state, where the advertisement shall aim. In case the Advertiser refuses to provide such research, the GingerbreAds shall be entitled to suspend the provision of the services upon this Co-operation Agreement with an immediate effect.
In order to prevent breaching provisions of the law, good manners and/or ethical rules, the GingerbreAds may prepare list(s) consisting information, including assessment of the regulation on advertising. The GingerbreAds shall be entitled to send these list(s), including GingerbreAds’s instructions reflecting those, to the Advertiser and the Advertiser shall be obliged to keep them (for example, in case of a change of regulation, such instruction may demand from the Advertiser to change his/her/its instructions regarding the advertisement, its content etc).
The GingerbreAds may investigate any delivered complaint to the GingerbreAds or suspend any advertising reported by a third party, if the complaint does not appear to be unjustified. To avoid any doubts, the Advertiser shall not be entitled for any compensation in case of such suspension of the advertising. Without prejudice to other obligations of the Advertiser set forth in these GTC, the Advertiser shall provide the GingerbreAds with all necessary co-operation in order to investigate any delivered complaint and/or to ensure that any advertising is compliant with applicable laws, good manners and ethical rules.
The Advertiser hereby acknowledges, that the GingerbreAds shall be entitled to provide inspections of the advertisements of the Advertiser to prevent breaching provisions of the law, good manners and/or ethical rules by the Advertiser. The Advertiser shall be obliged to provide the GingerbreAds with all co-operation requested.
The Partners involved in the GingerbreAds’s network perform promotion by marketing or other similar activities promotion services, particularly by means of:
sending out e-mails and/or other communications to third parties by the Partners;
placing a banner linked to a chosen Web Content by the Partners;
putting references linked to a chosen Web Content by the Partners; or
in some other similar manner performed by the Partners that can be used to provide the promotion, that shall be compliant with the interests of the Advertiser (hereinafter together as the “Promotion”).
The Advertiser shall pay a fee to the GingerbreAds for provision of its services upon the Co-operation Agreement (hereinafter the “Fee”). Payment conditions, including the amount of the Fee shall be determined in the Insertion Order, unless the parties agree otherwise. The Advertiser hereby acknowledges, that a total amount of the Fee depends on the agreed payment conditions in the Insertion Order. The Advertiser hereby acknowledges, that the GingerbreAds shall distribute a respective part of the Fee to the Partners, therefore the Advertiser shall not be obliged to pay any fee to the Partners.
If the parties enter into a further arrangement providing for calculation of the amount of the Fee, its due date and other aspects regarding payment for the services of the GingerbreAds, the contracting parties agree that this potential further arrangement shall prevail over the wording of these GTC.
The parties may agree that the Advertiser will provide the Fee to the GingerbreAds in a form of a prepayment for the given calendar month or other period agreed by the parties in which the co-operation is to take place. In that case, the Advertiser agrees to notify the GingerbreAds of any modifications regarding the prepayment no later than by the first day of the week following the week in which the co-operation took place.
Unless agreed otherwise in the Insertion Order, the Fee shall be paid weekly. In case the Fee is provided in a form of prepayment, the GingerbreAds will provide the Advertiser with weekly calculation of actual amount of the Fee for the previous week. Should the prepayment not cover the actual Fee as calculated according to previous sentence, the parties agree to negotiate in good faith increasing of prepayment. If the parties do not agree on raise of prepayment, the Advertiser will pay the GingerbreAds the actual Fee not covered by the prepayment subject to terms and conditions hereof as if no prepayment was agreed for this amount.
In case the Co-operation Agreement is terminated in accordance hereof and the Advertiser provided the GingerbreAds with prepayment, which has not been used up, the GingerbreAds will return the remaining amount of prepayment to the Advertiser within ten (10) days as of the termination hereof, unless the outstanding amount is negligible and would most probably not even cover the payment transfer costs (in such case, this amount shall be considered as a part of Fee for the last payable period). For the avoidance of doubt, the parties acknowledge that the Promotion and corresponding services hereunder may generate conversions for the Advertiser also after the termination of the Co-operation Agreement. The GingerbreAds shall be entitled to receive the Fee for such late conversions, therefore any such late conversions shall be taken into account when calculating the Fee and the amount of prepayment to be returned to the Advertiser.
The Fee shall be paid in each case on the basis of an invoice issued by the GingerbreAds. The GingerbreAds is entitled to issue the respective invoice not sooner than the first day of the period, for which the invoice is to be paid. The Advertiser agrees to pay the Fee to the GingerbreAds no later than by the 3rd calendar day after the date of delivery of the invoice to the Advertiser, unless the parties agree otherwise in the Insertion Order. The Fee shall be paid by wire transfer or through payment service provider, unless agreed otherwise in the Insertion Order.
The Advertiser agrees to inform the GingerbreAds about any objections concerning the amount of the Fee no later than within two (2) business days after receiving the invoice from the GingerbreAds. If the Advertiser does not inform the GingerbreAds about any objections within the deadline under this Article, it shall hold that it agrees with the Fee invoiced by the GingerbreAds.
The GingerbreAds shall provide the Advertiser with its bank account details necessary to perform the wire transfer (domestic or international) or shall notify the Advertiser of its preferred payment service provider pursuant to Art. 6.5 of these GTC (hereinafter the “GingerbreAds’s Account”).
All bank and non-bank fees incurred in connection with the payment of the Fee shall be paid in a "OUR" mode, where the fees incurred in connection with the payment of the Fee shall be borne by the Advertiser. The GingerbreAds shall not be held liable for any bank or non-bank fees incurred in connection with the payment of the Fee on the part of the Advertiser, the latter’s bank or payment service provider, or any other entity involved in the payment of the commission (Fee – trans.) within the meaning of this article.
Unless the parties agree otherwise the Fee shall always be paid in USD or EUR currency, where EUR shall be considered the main currency.
The Advertiser shall pay the Fee in each case in the specified currency (within the meaning of Art. 6.10 of these GTC) into the GingerbreAds’s Account specified in the invoice. In case of any mistake or other error made in connection with the payment of the Fee (e.g. the Advertiser incorrectly entered the GingerbreAds’s account; payment in different currency), the GingerbreAds shall not be held liable for any additional costs incurred as a result of the above (e.g. compensation for exchange rates of different currencies etc.). The Advertiser agrees to bear such additional costs in full amount. In case the additional costs hereunder cause any decrease of the Fee, the GingerbreAds shall be entitled to compensate the difference against the following payments of the Advertiser hereunder. In case of currency conversion, the valid exchange rate of the bank of addressee applied during the transfer shall apply as the decisive rate.
The GingerbreAds and the Partner shall bear no responsibility for activities or any other conduct of the Advertiser regarding the co-operation, and the Advertiser agrees with this.
The GingerbreAds and the Partner shall bear no liability for any event where the relevant performance cannot be provided under the terms of the co-operation due to technical or other reasons caused by force majeure or some other cause independent of the GingerbreAds’s or the Partner’s will (e.g. failure to complete a task due to non-functional hyperlink, server downtime etc.) and the Advertiser agrees with this.
Unless specifically stated otherwise in the Co-operation Agreement, the parties agree, that the mutual communication shall take place primarily by electronic means (e.g. by e-mail, messenger applications, etc.). The written form of any juridical act is fulfilled, if made in compliance with provisions of the Co-operation Agreement (i.e. especially if signed via Dropbox Sign or other chosen system).
The parties agree to communicate with each other, provide each other with all the information necessary for proper performance of their obligations hereunder, and notify each other of any change in their identification details. The Advertiser shall inform the GingerbreAds of all the decisive facts that are (or might be) fundamental for the GingerbreAds or the Partner in order to assess the suitability of continued co-operation (e.g. imminent insolvency of the Advertiser, inability to pay debts, withdrawal of a licence etc.).
The parties enter into mutual co-operation for an indefinite term. The co-operation might be terminated on the basis of agreement of the parties as of the date agreed by the parties.
The Advertiser shall be entitled to terminate the Co-operation Agreement without stating a reason, upon a notice of termination with a notice period of five (5) business days as of the delivery of the notice of termination to the GingerbreAds.
The GingerbreAds shall be entitled to terminate the Co-operation Agreement without stating a reason as of a date specified by the GingerbreAds in the termination notice, i.e. even with an immediate effect. Should the GingerbreAds suspect co-operation may infringe third-party rights, applicable law, good manners or even ethical rules set forth by GingerbreAds, it is entitled to suspend provision of its services immediately and inform of such situation the Advertiser without undue delay; GingerbreAds’s right to terminate (the Co-operation Agreement even with an immediate effect) shall not be affected.
In the event of termination of the co-operation on any grounds, the Advertiser agrees to provide for financial settlement with the GingerbreAds within ten (10) business days from the date of termination of the Co-operation Agreement (e.g. payment of the Fee, additional costs etc.).
The rights and obligations of the parties pursuant to the Co-operation Agreement shall be governed by the laws of the United Arab Emirates without its rules of conflict of laws.
The contracting parties shall resolve any and all disputes arising out of the Co-operation Agreement primarily through amicable settlement.
If not resolved amicably, any and all disputes arising out of the co-operation shall finally settled by the ordinary courts of the United Arab Emirates, unless a choice of a local jurisdiction is excluded by special provision of the United Arab Emirates laws, whereas the common court of GingerbreAds shall be decisive for local jurisdiction specification.
If any provision of these GTC proves to be or becomes invalid or unenforceable, such circumstance shall have no effect on the other provisions hereof, unless implied otherwise by the mandatory provisions of law.
Each party undertakes within undue delay, but no later than within two (2) days from the change of its contact details (particularly an address or an e-mail address), to inform the other party of such change in writing or via e-mail. In case any of the parties breaches this obligation, any notification delivered to the lastly confirmed address shall be deemed as delivered by third (3.) day from its placement with the post office (written notification) or by third (3.) day from its dispatch (e-mail notification).
The Advertiser shall not be entitled to assign any receivables from the GingerbreAds to third parties.
The GingerbreAds may change or amend these GTC at any time; the new version of these GTC shall become effective as of the date set out by the GingerbreAds, however on the delivery of the new version of the GTC at the earliest. The GingerbreAds will inform the Advertiser of such change no later than ten (10) working days before it becomes effective. Should the Advertiser not agree with the change, he is entitled to terminate the Co-operation Agreement in accordance with Clause 9.2 hereof.
In case of any discrepancies between these GTC and the Insertion Order, the provisions of the Insertion Order shall prevail.
“Annex 1: Selected information on prohibited types of advertisements” represents an integral part of these GTC.
These GTC are valid and effective as of 15th January 2024.
Any unfair commercial practises shall be strictly prohibited – general framework to be provided by the Directive 2005/29/EC of the European Parliament and of the Council of 11th May 2005, concerning unfair business-to-consumer commercial practices in the internal market (“Directive”). A commercial practice shall be unfair if (i) it is contrary to the requirements of professional diligence and (ii) it materially distorts or is likely to materially distort the economic behaviour with regard to the product of the average consumer whom it reaches or to whom it is addressed, or of the average member of the group when a commercial practice is directed to a particular group of consumers.
Commercial practises shall be unfair particularly if they are misleading (misleading actions or omissions) or aggressive.
A commercial practice shall be regarded as misleading if it contains false information and is therefore untruthful or in any way, including overall presentation, deceives or is likely to deceive the average consumer, even if the information is factually correct, in relation to one or more of the following elements, and in either case causes or is likely to cause him to take a transactional decision that he would not have taken otherwise:
A commercial practice shall also be regarded as misleading if, in its factual context, taking account of all its features and circumstances, it causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise, and it involves
A commercial practice shall be regarded as misleading if, in its factual context, taking account of all its features and circumstances and the limitations of the communication medium, it omits material information that the average consumer needs, according to the context, to take an informed transactional decision and thereby causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise:
It shall also be regarded as a misleading omission when, taking account of the matters described in previous paragraph, a trader hides or provides in an unclear, unintelligible, ambiguous or untimely manner such material information as referred to in previous paragraph or fails to identify the commercial intent of the commercial practice if not already apparent from the context, and where, in either case, this causes or is likely to cause the average consumer to take a transactional decision that he would not have taken otherwise.
Where the medium used to communicate the commercial practice imposes limitations of space or time, these limitations and any measures taken by the trader to make the information available to consumers by other means shall be taken into account in deciding whether information has been omitted.
In the case of an invitation to purchase, the following information shall be regarded as material, if not already apparent from the context:
Information requirements established by law of European Union in relation to commercial communication including advertising or marketing, a non-exhaustive list of which is contained in Annex II to the Directive, shall be regarded as material.
These misleading commercial practises are under all circumstances regarded as unfair:
A commercial practice shall be regarded as aggressive if, in its factual context, taking account of all its features and circumstances, by harassment, coercion, including the use of physical force, or undue influence, it significantly impairs or is likely to significantly impair the average consumer's freedom of choice or conduct with regard to the product and thereby causes him or is likely to cause him to take a transactional decision that he would not have taken otherwise.
In determining whether a commercial practice uses harassment, coercion, including the use of physical force, or undue influence, account shall be taken of:
These aggressive commercial practises are under all circumstances regarded as unfair: