GENERAL BUSINESS TERMS AND CONDITIONS

PUBLISHER OF THE GENERAL TERMS AND CONDITIONS OR CONTRACTOR:

DINETIX, Agencija za digitalni marketing d.o.o.
Celjska cesta 4, SI-3310 Žalec
+386 (0)31 300 145
Slovenija
VAT ID No: SI 75167875

Registration Number: 7297858000

Bank Accounts: SI56 0510 0801 5859 686, opened with ABANKA d.d.

SI56 3000 0002 3628 460, opened with SBERBANK d.d.

SWIFT: ABANSI2X

DINETIX, Agencija za digitalni marketing d.o.o.

Address:

 Celjska cesta 4, SI-3310 Žalec

Phone:

+386 (0)40 292 299

Bank accounts:

SI56 0400 1004 9906 198, opened with NOVA KBM d.d.

SI56 3000 0002 3628 460, opened with N Banka d.d.

VAT Reg No.:

SI 75167875

Registration No.:

7297858000

IN GENERAL

1.1
With these Business General Terms and Conditions, the Dinetix d.o.o. company (hereinafter referred to as: the Contractor) defines the rights and obligations of the Contractor and the Contracting Authority in concluding the Business Cooperation Agreement and in the provision of services. In these Terms and Conditions, the Contractor also defines its business operation.

1.2
The applicable General Terms and Conditions are an integral part of the written Business Cooperation Agreement (hereinafter referred to as: the Agreement), based on which the Contractor upon the request of the Contracting Authority establishes and/or runs advertising campaigns.

1.3
The Contractor reserves the right to change the General Terms and Conditions at any time. The Contractor hereby undertakes to notify the Contracting Authority in writing (via e-mail) of the change of the General Terms and Conditions, at least 8 days prior to the change of the General Terms and Conditions. Should the General Terms and Conditions change, the Contracting Authority shall have the right to withdraw from the concluded Business Cooperation Agreement if, within 3 days from the change of the General Terms and Conditions, it informs the Contractor in writing (via e-mail) about the withdrawal from the subject Agreement. If the Contracting Authority, in accordance with the provisions of this Agreement, should withdraw from the Agreement due to a change in the General Terms and Conditions, the Contractor shall be obliged to return the funds paid for the remaining part of the leased services, which has remained unused.

DEFINITIONS

2.1
INITIATION WORKS

Initiation works include the following elements:

  • establishment of advertising campaigns by individual channels (Google Ads, Facebook Ads, LinkedIn Ads, Bing Ads and others);
  • development and preparation of banner ads (image ads);
  • development and preparation of foreign advertising texts by a native speaker;
  • organisation of translations of advertising texts;
  • organisation of outsourcers.

2.2
MANAGEMENT OF ADVERTISING CAMPAIGNS

Advertising management service is considered to be the advertising management on one or more advertising channels (Google Ads, Facebook Ads, LinkedIn Ads, Bing Ads and others). Management includes campaign monitoring, minor campaign interventions, and optimisation of advertising campaigns. More specifically, this is defined as:

  • control of the events in advertising accounts;
  • monitoring of advertising results with analytics tools;
  • customisation of the keyword list or other forms of targeting;
  • customisation of ad contents;
  • customisation of the structure of campaigns;
  • customisation of the financial parameters of campaigns;
  • customisation of the technical settings of campaigns;
  • steering of advertising campaigns in a manner that follows the goals of the Contracting Authority.

Management also includes regular campaign analyses, monthly reporting on the effectiveness of advertising campaigns, tracking of trends and competition, and recommendations for new advertising campaigns.

2.3
MAJOR ADVERTISING CAMPAIGN INTERVENTIONS

The following actions are considered major interventions in advertising campaigns:

  • radical changes to the architecture of campaigns;
  • search for an extended list of new keywords;
  • preparation of a larger number of new ads;
  • creation of banner ads (image ads) for advertising purposes;
  • preparation of new campaigns for a larger number of new products;
  • preparation of campaigns for new markets;
  • establishment of advertising on advertising channels, which are not subject to the original arrangement and Agreement.

2.4
AUTOMATIC OPTIMISATION

Automatic optimisation ensures that your campaigns are constantly monitored (24/7) and in line with your goals.

2.5
ADVERTISING FUNDS

Advertising funds are funds intended for the specific form of advertising, best suited to the specific client. The amount of the mentioned funds depends on the markets, in which the Contracting Authority advertises itself, its goals, the complexity of the services provided by the Contractor, and is defined in the Business Cooperation Agreement.

2.6
CONSULTANCY

Contracting Authorities are entitled to a monthly free consultation under the different quotas, depending on the size of the project and the needs of the Contracting Authority. The consultancy quota or the amount of consulting hours, belonging to the Contracting Authority, is defined in the Business Consulting Agreement. The consultancy services are done via telephone, e-mail and electronic communication channels (Skype, Hangout, etc.).

STIPULATION OF BUSINESS COOPERATION AGREEMENT

3.1
On the basis of a preliminary agreement between the Contracting parties, the Contractor shall submit to the Contracting Authority a Tender made in accordance with the wishes and needs of the Contracting Authority. If the Contracting Authority accepts the Tender within the set deadline, the Contractor prepares the Agreement.

3.2
The accepted Tender shall be an integral part of the Agreement.

3.3
The legal relationship between the Contractor and the Contracting Authority shall be established on the day of signing the Agreement. As of the moment the Agreement is signed between the Contracting parties, the Contracting Authority shall be deemed to have agreed and to accept these General Terms and Conditions of the Agreement.

3.4
In the Tender and in the Agreement, the Contractor and the Contracting Authority shall determine the specific characteristics of their business cooperation, which are not specified in the General Terms and Conditions, such as:

  • the services that the Contractor shall provide for the Contracting Authority;
  • prices of individual services;
  • the form of management fees;
  • the monthly quota of consultancy provided for the Contracting Authority.
  • the time limits within which individual services shall be provided;
  • deadlines for individual payments;
  • payment methods;
  • duration of the Agreement, etc.

3.5
In the event of breach of contractual terms or provisions of General Terms and Conditions, the Contractor reserves the right to terminate the contractual relationship at any time. The Contractor shall undertake to inform the Contracting Authority in writing (via e-mail), which violation has been committed and when the termination of the contractual relationship becomes effective. The Contractor reserves absolute discretion to assess the breach.

3.6
Should the Contractor withdraw from the Agreement due to breaches of the Contracting Authority, it shall not be obliged to provide services after the Agreement has been terminated, even if the Contracting Authority has already paid or purchased them in advance, as well as it is not obliged to refund any funds or pay compensation for the unused part of the service.

3.7
The Contracting Authority shall have the right to withdraw from the Agreement only in the event of serious breaches of the contractual terms or provisions the General Terms and Conditions by the Contractor. It must notify the Contractor in writing in advance of the termination, and explain in detail what breach has been committed by the Contractor. If the Contractor’s breaches are proven to be true, the Contracting Authority shall be entitled to the remaining funds, which have remained unused. However, should the Contracting Authority improperly or unjustifiably withdraw from the Agreement, the Agreement shall be deemed to be terminated and the Contracting Authority shall not be entitled to further services, as well as it shall not be entitled to a refund or any compensation for unused part of the services.

3.8
If the Agreement is concluded for a fixed period of time, it can be extended by a written Annex to the Agreement. Should the Contracting Authority fail to withdraw from the Agreement one month before its expiry, the Agreement shall be considered to be automatically extended for an indefinite period of time.

3.9
If the Agreement stipulated between the Contractor and the Contracting Authority is concluded for an indefinite period of time, the Contractor shall expressly reserve the right to change the price and other conditions for the provision of services during the term of the Agreement, for which it shall inform the Contracting Authority in writing sent to its e-mail address with a new tender. The Contracting Authority shall respond to the new tender within 3 days from the day when the tender was sent to it by e-mail. If the Contracting Authority does not respond to the new tender within this period, it shall be considered that it has accepted the new offer. In case the Contracting Authority does not accept the new tender and the negotiations on the acceptance of the new tender are unsuccessful, the Agreement between the Contractor and the Contracting Authority shall be deemed to be terminated. In this event, the Contractor shall be obliged to return to the Contracting Authority all the funds for the part which has remained unused as of the moment of termination of the contractual relationship.

3.10
If the Agreement is concluded for an indefinite period of time and it is not agreed otherwise in the Agreement, either Contracting party shall be entitled to terminate the Agreement without giving any reasons for doing so with a 3-month notice period. In this case, the Contractor is not obliged to refund the received funds to the Contracting Authority, however it shall be obliged to provide the purchased services until the end of the notice period.

CHARGING METHOD AND PAYMENT TERMS

4.1
The Contractor shall issue an invoice for the initiation works after the completion of all the initiation works. Initiation works are charged only once.

4.2
The campaign management service is billed once a month. Management can be billed jointly or on a per-channel basis (Google Ads, Facebook Ads, LinkedIn Ads, Bing Ads, etc.). The management fee can be:

  • fixed;
  • tied to the amount of advertising funds;
  • combined – fixed base + bonus based on the extent of work;
  • profit share.

The form of management fee is determined by the Contracting parties in the Business Cooperation Agreement.

4.3
The Contractor shall issue an invoice for managing advertising by the 8th day of the month for the previous month. Should the advertising services start within the current month, a proportionate share of the monthly advertising management service is charged for that month.

4.4
In accordance with the provisions of the Value Added Tax Act (hereinafter referred to as: ZDDV-1), in addition to the value of the ordered service, the Contractor shall charge the value added tax (hereinafter referred to as: VAT) in the amount of the applicable rate to the Contracting Authority who is resident or established in the Republic of Slovenia.

Service requesters, established or residing in one of the Member States of the European Union (hereinafter referred to as: the EU) and taxable persons, are not subject to VAT on the value of the service contracted, since the place of taxation is the country where they are established. The tax liability shall pass on to the Contracting Authority, which must pay it in the Member State where it is established.

The same applies to Contracting Authorities residing in one of the EU Member States, and not taxable persons. They are not subject to VAT on the value of the contracted service, since the Member State in which they are established or residing is already regarded as the place of taxation. This is stipulated in Article 30c of ZDDV-1.

According to Article 30d of ZDDV-1, service requesters, who are not taxable persons and are residing or established in a non-EU country, are not subject to VAT on the price of the contracted service, since the Member State where they are established or residing is considered to be the place of taxation.

The Minister of Finance may, in accordance with the provisions of Article 30e of ZDDV-1 order to change places of taxation specified in ZDDV-1 and summarized in the preceding paragraphs, in order to avoid double taxation, non-taxation or distortion of competition. Should there be a change of taxation places based on the provision of the Minister of Finance, the Contractor shall not be liable for the consequences of such provision.

4.5
The Contracting authority shall be bound to pay the invoice for advertising management within 10 days of its issue. Should the Contracting Authority fail to pay the invoice for two months in a row or two months within the last year and fails to reimburse them, as well as in cases where the Contracting Authority pays the bills irregularly, the Contractor may terminate the Agreement in accordance with the provisions of Item 3.5 of these General Terms and Conditions.

4.6
In the event of late payment by the Contracting Authority, the Contractor shall be entitled to interest on late payment from the first day following the due date for the Contracting Authority until the received payment.

4.7
Additional work in case of major interventions into campaigns is charged extra. The Contractor shall undertake to inform the Contracting Authority about additional work and the price. The Contractor shall not start additional work until the additional work has been confirmed by the Contracting Authority.

4.8
Contracting Authorities have two ways to pay for advertising funds:

  • advance payment before the start of advertising (which includes monthly management);
  • own means of payment.

Advance payments before the start of advertising include monthly management. With the method of advance payment, the Contracting Authority is billed for the estimated monthly budget before the beginning of the month or the beginning of advertising. Once the advance payment has been settled by the Contracting Authority, the amount paid is loaded into the advertising account and the advertising is activated. If during the current advertising period all the funds foreseen by the Contracting Authority are not used up, they are charged in the following month or as needed during advertising. Internal records are kept, based on which the Contracting Authority has an insight into the amount of the advance payment and the amount of invested funds.

When paying with own means of payment, advertising funds are drawn directly from the business card of the Contracting Authority. The Contracting Authority shall receive the invoice directly from the advertising channels where the payment method is active (Google Ads, Facebook Ads, LinkedIn Ads, Bing Ads, etc.). The Contracting authority shall be bound to ensure that there are sufficient funds on the business card for a smooth advertising. The Contractor shall not be held responsible for the consequences resulting from lack of funds on the Contracting Authority’s card.

4.9
The monthly payment for automatic optimisation amounts to 5% of the spent funds for advertising on channels, where it is used for the optimisation of advertising costs.

4.10
If the Contracting Authority uses more consultancy services than foreseen under the Business Consulting Agreement, each additional hour shall be charged in the amount agreed in the Business Consulting Agreement. The consultancy invoice shall be issued by the 8th day of the month for the previous month. The Contracting authority shall be bound to pay the invoice for consultancy services within 15 days of its issue. Should the Contracting Authority fail to pay the invoice for two months in a row or two months within the last year and fails to reimburse them, as well as in cases where the Contracting Authority pays the bills irregularly, the Contractor may terminate the Agreement in accordance with the provisions of Item 3.5 of these General Terms and Conditions.

4.11
Part of the Business General Terms and Conditions is the Contractor’s price list, which is an Annex to the General Terms and Conditions. The price list is used in cases where any of the items or Contractor’s tasks is not covered by the Contractor’s tender and included in the Agreement concluded between the Contractor and the Contracting Authority, however such service is necessary for the implementation of the comprehensive service. The price list shall also apply in all other cases.

REPORTING

5.1
The Contractor shall undertake to report to the Contracting Authority on the performance of advertising campaigns. There is a number of different ways of reporting:

  • with automatically generated reports, in which the Contracting Authority is able to manually select the data it wants to receive. The Contracting Authority shall also determine how often it wishes to receive reports in question to its e-mail address (daily, weekly, monthly, quarterly, annually);
  • All Contracting Authorities shall be provided a continuous access (24/7) to advertising channels/campaigns (third party access is not allowed);
  • In-depth strategic reporting, either in writing or orally, is carried out once a month or once a quarter, as agreed with the Contracting Authority;
  • In-depth reporting in the form of a meeting is carried out once a week, once a month or once a quarter, depending on agreement with the Contracting Authority. In-depth reporting in the form of a meeting can be done live or via Skype, Hangout, etc.).

5.2
The reporting referred to in the first and second indents of Item 5.1 of this Agreement, is free of charge and is provided to every Contracting Authority, regardless of the extent of the advertising campaign or service ordered.

 5.3
The reporting referred to in the third and fourth indent shall be agreed between the Contracting parties in the tender and the Business Cooperation Agreement.

RESPONSIBILITIES OF THE CONTRACTOR AND THE CONTRACTING AUTHORITY

6.1
The Contracting Authority shall allow the Contractor the creative freedom to develop and prepare advertisements and advertising campaigns. When performing its work, the Contractor shall assume the responsibility for acting professionally, and in accordance with the wishes and benefits of the Contracting Authority. To this end, the Contractor shall undertake to submit advertising contents for review and confirmation to the Contracting Authority prior to their publication.

6.2
The Contractor shall be responsible for setting timelines for the implementation of individual advertising activities. Based on the above, the Contractor shall undertake to notify the Contracting Authority by e-mail at least 3 days before the commencement of each advertising activity.

6.3
In accordance with the set deadlines for advertising activities, the Contracting Authority shall agree to provide the Contractor with material and data necessary for the performance of each activity in a timely manner. Should the Contracting Authority fail to provide the Contractor with the material and data necessary for the implementation of each activity in a timely manner, the Contractor is not responsible for the failure of the activity and any costs occurring due to delay. The delay of the Contracting Authority or the failure of the activity due to its delay also does not affect the obligation of the Contracting Authority to pay for the planned services.

6.4
The Contractor shall not be responsible for the content and the truthfulness of the information provided to it by the Contracting Authority, which has been used in the advertising campaigns based on the Contracting Authority’s instructions.

6.5
The Contractor shall not assume any responsibility for any potential errors in the content, irregularities, inaccuracies and delays in the published data, attributable to the fault of any individual channel (Google Ads, Facebook Ads, LinkedIn Ads, Bing Ads and others), where the Contracting Authority is being advertised.

6.6
The Contracting Authority shall be obliged to ensure the security of its user password, with which it may access its advertising campaigns/channels, and to change it from time to time. The Contractor shall not be responsible for cases of misuse of the user password. It is the duty of any Contracting Authority, whose password has been misused, to immediately inform the Contractor and the channel manager thereof, which will take appropriate action as soon as possible.

PROTECTION OF PERSONAL AND CONFIDENTIAL DATA

7.1
By signing the Business Cooperation Agreement, the Contractor and the Contracting Authority shall undertake not to disclose confidential information relating to services, billing for services and other information from their business cooperation, the disclosure of which could cause harm to one or both Contracting parties.

7.2
The Contractor shall undertake to use the Contracting Authority’s personal data only for the purpose for which they were obtained. The Contracting Authority shall be familiar with the handling of personal data, and agrees that the Contractor processes its personal data and keeps it until the cancellation.

7.3
The Contractor shall process all the acquired personal information of the Contracting Authority in accordance with the applicable legislation.

INTELLECTUAL PROPERTY RIGHTS

8.1
During the term of the Business Cooperation Agreement, the Contractor owns the advertising accounts for advertising the Contracting Authority. All activities and content created by the Contractor in collaboration with the Contracting Authority shall be considered as the property of the Contractor, based on intellectual property and authorship.

8.2
Upon eventual completion of the cooperation, the Contracting Authority shall receive the advertising accounts to be held permanently after paying to the Contractor the double monthly management fee.

8.3
By paying the double monthly management fee, as set out in Item 8.2 of these General Terms and Conditions, all material copyrights shall be transferred to the Contracting Authority fully, exclusively, without any limitations to time and space, with the right of reproduction under the Copyright and Related Rights Act. The Contracting Authority shall also gain the right to make any changes or adaptations to the project, the designed elements and the right to design new elements in accordance with its needs and the programme without the prior consent of the author. The Contractor shall retain moral copyright for its work.

FINAL PROVISIONS

9.1
The Business General Terms and Conditions of the company shall enter into force on the day they are published on the Contractor’s website. The revised General Terms and Conditions shall apply from the first day of the month following the publication. The Contractor’s price list as a special part of the General Terms and Conditions shall enter into force on the day of its publication on the Contractor’s website. The revised price list shall apply from the first day of the month following the publication.