These General Terms and Condition (hereinafter the “GTC”) are issued by , Id. No. 051 54 928, with its registered office at Donska 1554/12, Prague 10, 101 00, Czech Republic, registered in the Commercial Register kept by City Court in Prague, Section C, File 259018 (hereinafter “ConvertingTeam.com” or the “Network") for its business partners entering into a contractual relationship with ConvertingTeam.com as entrepreneurs (hereinafter individually the “Interested Party” or “Advertiser” or only as a “Party”), who expressly agree to comply with these GTC.
The Interested Party expressly represents that it has become acquainted in detail with the GTC and that by registering itself at the ConvertingTeam.com portal (hereinafter the “Registration”), it expressed its agreement with the GTC, agrees to comply with them in any event and is aware of the fact that, by virtue of the Registration and subject to the Network’s consent, the Interested Party enters into a contractual relationship and concludes a co-operation agreement with the Network.
The business co-operation between the Network and the Interested Party consists in placement of the Interested Party’s offer, and where appropriate, also the creation of a marketing product (within the meaning of Article 2.3 GTC), and payment of the price (hereinafter the “Fee”) for this offer to the Network pursuant to Art. 6 GTC. In each case, the Network reserves the right to decide not to enter into a contractual relationship with the Interested Party within the meaning of this Article of the GTC, irrespective of whether or not the Registration has already been made.
In particular, the Network will promote the offers submitted by the Interested Party, arrange for their promotion, and where appropriate, also perform other activities agreed upon by the Parties. The Interested Party will pay a fee to the Network under the terms and in the amount specified in Art. 6 GTC and any additional arrangements made between of the Parties.
For the purposes of interpretation of these GTC, offer means a marketing product created by the Interested Party and provided to the Network or created directly by the Network for the purpose of promotion (e.g. website), and where applicable, promotion of an existing product of the Interested Party using materials created by the Network (or by the Interested Party or third parties) for the purpose of promoting said product of the Interested Party.
The Interested Party agrees not to make any information obtained from the Network within the co-operation accessible to a third party if the nature of such information clearly indicates that it has the nature of business secrets or know-how, and/or that it has certain value for the Network, or if, in view of its nature, disclosure of such information to third parties could impair justified interests of the Network. To avoid any doubt, it shall hold that confidential information does not include information that is publicly known or otherwise available.
The Interested Party agrees to comply with its obligation set out in Art. 3.1 GTC even after termination of the co-operation with the Network.
The Interested Party agrees that all representations addressed to the Network during the term of the co-operation will be truthful and that, within the business co-operation, Interested Party will act honestly and in compliance with good morals.
During the co-operation, the Interested Party agrees to comply with valid and effective legal regulations under all circumstances, and represents that it enjoys full legal capacity. Where necessary for the activities of the Interested Party, the latter also represents that it holds the necessary licenses, permits or other authorisations following from valid and effective legal regulations.
The Interested Party is exclusively responsible for:
any content visible or otherwise available on portals, websites or in other electronic environment owned or operated by the Interested Party (hereinafter the” Web Content”) where it is used in the co-operation; the Interested Party expressly represents that its Web Content does not contain any elements that are at variance with valid and effective legal regulations or good morals, in particular any elements that infringe on third-party trade marks, patents or copyright or otherwise infringes on third-party rights where the Web Content is used during the co-operation;
the use of personal data and contact details of the persons addressed in accordance with the valid and effective legal regulations, where it uses them during the co-operation;
the technical functionality of all materials or products in its possession that are used in the co-operation, where the availability of all such materials and products shall be no less than 99 %;
the realization of co-operation in the provision of an offer within the meaning of Art. 2.3. GTC in conformity with the valid and effective legal regulations, these GTC and other instructions of the Network, which are, together with these GTC, binding on the Interested Party.
The Network and the Interested Party agree that the Network shall, on its behalf or, in co-operation with other entities determined by the Network, also on their behalf, perform marketing or other similar activities promoting services specified by the Interested Party (hereinafter the “Promotion”) by means of:
sending out e-mails and/or other communications to third parties;
placing a banner on a chosen Web Content;
putting references on a chosen Web Content or;
creating Web Content
in some other similar manner that can be used to provide Promotion based on discretion of the Network or chosen entities, and in compliance with the arrangement between the Interested Party and the Network.
The Interested Party agrees to pay a fee to the Network for participation in the ConvertingTeam.com affiliate system or for other agreed form of co-operation (hereinafter the “Participation”) in an amount determined by the Network twice a month, unless the Interested Party and the Network agree otherwise. The total amount of the fee depends on the chosen fee model, type and extent of the Promotion as well as other arrangements between the Interested Party and the Network.
If the Interested Party and the Network enter into a further arrangement providing for calculation of the amount of the fee, its due date and other aspects regarding payment for the Network’s services, the Parties agree that this potential further arrangement shall prevail over the wording of these GTC.
The amount of the Network’s fee for the Participation of the Interested Party in the ConvertingTeam.com affiliate system may also be stipulated through a budget, e.g. a limited or unlimited amount that the Interested Party decides to invest in its Participation for the given calendar month in which the co-operation is to take place. In that case, the Interested Party agrees to notify the Network of any modifications regarding the budget no later than by the first day of the calendar month in which the co-operation is to take place.
The fee for services provided by the Network shall be paid based on Insertion Order (IO) in which Network and Interested Party agrees on terms of pay-outs and commission. If there is no IO between both Parties, the fee for services provided by the Network shall be paid twice a month, specifically 1st payment for period starting 1st day and ending 15th day in the month and 2nd payment for period starting 16th day and ending last day in the month.
The Fee shall be paid in each case on the basis of an invoice issued by the Network and with due date 3 days. To avoid any doubt, it shall hold that the Interested Party agrees to deliver the invoiced fee to the Network’s sphere of control no later than by the 7th calendar day after the date of issuing the invoice by Network, unless the Interested Party and the Network agree otherwise in IO. The fee shall be paid by wire transfer or through one of the following payment service providers: PayPal or Skrill.
The Interested Party agrees to inform the Network of any (legitimate or illegitimate) objections concerning the amount of the Fee no later than within two business days after receiving the invoice from the Network. If the Interested Party does not inform the Network of any objections within the deadline under this Article, it shall hold that it agrees with the amount determined by the Network.
The Network shall provide the Interested Party with its bank account details necessary to perform the wire transfer (domestic or international) or shall notify the Interested Party of its preferred payment service provider pursuant to Art. 6.4 GTC (hereinafter the “Network’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 Interested Party. The Network 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 Interested Party, 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 Network and the Interested Party agree otherwise the Fee shall always be paid in USD or EUR currency, where EUR shall be considered the main currency
The Interested Party agrees to pay the Fee in each case in the specified currency (within the meaning of Art. 6.7 of these GTC) into the Network’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 Interested Party incorrectly entered the Network’s Account; payment in different currency), the Network 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 Interested Party agrees to bear such additional costs in full amount.6.7.2 In case of currency conversion, the valid exchange rate for the relevant currencies published in the list of exchange rates of the European Central Bank as of the last business day of the month in which the co-operation in question took place shall apply as the decisive rate.
In case of a delay in payment of the Fee, the Interested Party expressly agrees to pay to the Network a contractual penalty in the amount of 0,5% of the outstanding amount for each day of delay; this shall in no way prejudice any Network’s entitlement to compensation for damage.
The Network shall bear no responsibility for activities or any other conduct of the Interested Party regarding the co-operation, and the Interested Party agrees with this.
The Network 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 Network’s will (e.g. failure to complete a task due to non-functional hyperlink, server downtime etc.) and the Interested Party agrees with this.
The Network and the Interested Party agree that the mutual communication shall take place primarily by electronic means (e.g. by e-mail, messenger applications, etc.) and agree that such communication shall be deemed communication in a written form for the purposes of maintaining the form of juridical acts.
The Network and the Interested Party agree to communicate with each other, provide each other with all the information necessary for proper performance of their obligations, and notify each other of any change in their identification details. The Interested Party agrees to inform the Network of all the decisive facts that are fundamental for the Network in order to assess the suitability of continued co-operation (e.g. imminent insolvency of the Interested Party, inability to pay debts, withdrawal of a licence etc.).
The Parties enter into mutual co-operation for an indefinite term. The co-operation will terminate on the basis of agreement of the Parties as of the date agreed by the Parties.
The Network and the Interested Party may both terminate this co-operation unilaterally even without stating a reason; in that case, the notice period shall be five business days from delivery of the notice of termination to the other Party.
The Network reserves the right to terminate the co-operation at any time, as of a date specified by the Network; in that case, the termination of co-operation will have legal implications equivalent to withdrawal from a contract or agreement.
In the event of termination of the co-operation on any grounds, the Interested Party agrees to provide for financial settlement with the Network within 10 business days from the date of termination of the co-operation (e.g. payment of the Fee, additional costs etc.).
The rights and obligations of the Parties not provided for in these GTC shall be governed by the laws of the Czech Republic.
The Network and the Interested Party jointly agree to resolve any and all disputes arising out of their co-operation primarily through amicable settlement.
If not resolved amicably, any and all disputes arising out of the co-operation shall be heard and decided by the common courts of the Czech Republic.
The Interested Party may not assign any receivables from the Network to third parties.
The Network reserves the right to amend the GTC at any time during the co-operation with effect from the date set out by the Network. In that case, the Network shall inform the Interested Party of the amendment without undue delay.
In case of any discrepancies between these GTC and an agreement made in writing (also within the meaning of Art. 8.1 GTC) between the Network and the Interested Party, the written agreement shall prevail.
By the virtue of Registration, the Interested Party gives its consent to personal data processing and consent to sending of commercial communications; detailed terms and conditions of protection of personal data are available here.
These GTC are valid and effective as of 1st of February 2018.