General terms and conditions for Google and Yandex

1. Definitions
The terms used in the contract have the following meanings:
1.1. FCR Media – FCR Media AS, registry code 10047161, location Metalli 3, 10615 Tallinn;
1.2. customer – legal person who has ordered from FCR Media provision of click-based advertising service in the Yandex or Google environment;
1.3. contract – a click-based advertising service contract concluded between FCR Media and the customer;
1.4. party – FCR Media or customer, referred to collectively as parties;
1.5. general terms and conditions – this document that sets forth the legal principles for the relationship between the parties.

2. General provisions and object of the contract
2.1. These general terms and conditions are an integral part of the contract.
2.2. In case of a conflict between the general terms and conditions and the contract, the special terms and conditions agreed in the contract shall take precedence.
2.3. FCR Media undertakes hereunder to provide click-based advertising service to the customer.

3. Rights and Obligations of Parties
3.1. The customer undertakes to lodge all claims and present all claims arising hereunder to FCR Media within two (2) months after the relevant claim becomes collectible. If during the aforementioned term the customer does not lodge/present complaints/claims to FCR Media, and also if the customer does not describe a violation by FCR Media with sufficient precision, the customer may not invoke FCR Media’s non-performance of obligations or failure to duly perform the obligations.
3.2. The parties undertake to perform their obligations arising hereunder in accordance with the requirements, with the necessary care, and in good faith and taking into account the established traditions and practices.
3.3. A party shall compensate the other party for direct patrimonial damage caused by non-performance of obligations. Revenue forgone shall not be compensated.
3.4. The Parties have agreed that FCR Media’s liability for non-performance of contractual obligations shall be limited to the contract fee.

4. Intellectual property
4.1. The works carried out by FCR Media in providing click-based ad service shall be the intellectual property of FCR Media during and after the expiry/termination of the contract unless set forth herein. FCR Media shall not be obliged to forward to clients advertising accounts created for provision of service.
4.2. If an advertising account from which FCR Media provides service belongs to the client prior to conclusion of contract, FCR Media shall have the right in providing service on the account to apply a minimum of a three (3) month fixed-term contract.
4.3. For an account to become the property of the customer, this must be stipulated in the cooperation agreement beforehand, and the customer shall assume a minimum of a six (6) month fixed-term obligation with regard to provision of advertising service.
4.4. FCR Media and customer agree that the documents, information, account and configuration used for creating the click-based campaign are the intellectual property of FCR Media. The forwarding of the relevant information to a third party, during and after the contract, without the express written consent of FCR Media AS is prohibited.

5. Responsibility
5.1. The number of visitors directed to the website may vary based on the search keywords or search phrases chosen, the landing page quality, popularity of service, attractiveness of sales offer, and size of media budget. FCR Media waives responsibility for results that can be impacted by third parties.
5.2. FCR Media is not responsible if service cannot be provided due to failure on the part of the customer to present information (access to statistics or accounts, visuals, translations etc.).
5.3. The customer is responsible for their website being accessible and active during the provision of service and the customer is obliged to notify FCR Media is this is not the case.
5.4. The parties shall be responsible for violation of obligations arising from the general terms and conditions and the general terms and conditions constituting an integral part thereof, including being responsible for the activities of persons they use to exercise their rights and perform their obligations and or whom they allow to do so.
5.5. Violation of obligations will be excusable if a party violates its obligation due to force majeure. Force majeure is a circumstance that a party could not affect and for the point of view of reasonableness could not have been expected to take the circumstance into account at the time that the contract was concluded, the service was used or provided, or to avoid it or surmount the impediment or the consequence thereof.

6. Settlement procedure
6.1. The amount of the fee and the contract period are set forth in the terms and conditions of the contract. The settlement period is a calendar month. The fee shall be divided into equal parts for each settlement period. The configuration fee shall be paid as one instalment.
6.2. FCR Media shall issue the customer an electronic invoice. The invoice may be presented in hard copy if the customer so requests.
6.3. Non-receipt of invoice shall not release the customer from the failure to pay in a timely manner for the services. If it does not receive the invoice, the customer is obliged to notify FCR Media by the fifteenth (15th) day of the calendar month following the invoiced provision of service. If FCR Media has not received from the customer a notice by the fifteenth (15th) day of the current month stating that the customer has not received the invoice, the customer shall be deemed to have received the invoice in a timely manner and the customer does not have any complaints with regard to the data set forth in the invoice.
6.4. The customer shall undertake to pay the invoice to the bank account of FCR Media by the payment deadline set forth on the invoice. The payment deadline shall be seven (7) calendar days of preparation of the invoice.
6.5. The invoice shall be considered paid when the amount specified on the invoice has been received on the bank account of FCR Media and the payment order specified the correct data for the customer and the payment details.
6.6. FCR Media shall have the right to charge the customer late interest on amounts unpaid by the payment deadline. Late interest shall be charged at a rate of 0.2% of the principal outstanding per calendar day of delay. starting for the calendar day after the payment deadline.
6.7. If the customer does not agree with the invoice presented by FCR Media or agrees only partially, it shall notify FCR Media pursuant to clause 8.1 of the general terms and conditions immediately after receiving the invoice, providing a reason for the disagreement. In case of partial agreement, the customer shall pay the invoice partially. FCR Media shall check the customer’s request and notify the customer of the results of the verification within ten (10) days of receiving the notice. FCR Media may set a later payment date for payment of the invoice. If the application of the customer was not justified, the customer shall pay the invoice along with the late interest.
6.8. FCR Media has the right to change the service fee for a fixed-term contract, notifying the customer thereof at least thirty (30) calendar days in advance. In general, FCR Media shall review the prices of service twice a year.
6.9. FCR Media shall not be obliged to transfer funds planned for media expenses to the advertising account ahead of time.
6.10. Should the customer fail to pay the FCR Media invoice, FCR Media has the right to refuse to perform its obligation until such time as the customer has paid to FCR Media in full and duly for all of the monetary obligations that have become collectible; or unilaterally cancel the contract without advance notice to the customer, if the customer has not eliminated its indebtedness to FCR Media within a reasonable additional term assigned by FCR Media.
6.11. Cancellation of contract by FCR Media shall not release the customer of the obligation to pay the invoice presented by FCR Media for the services provided.
6.12. The additional works shall be paid for pursuant to agreement reached by FCR Media and customer each time or, in the absence of an agreement pursuant to the FCR Media price list.
6.13. Of the amount received, first the expenditures incurred shall be deemed discharged, secondly the late interest, thirdly the interest and finally the principal. An obligation that became collectible earlier shall be extinguished before a principal obligation that became collectible later.

7. Amendment of Contract
7.1. The contract can be changed in writing or in a form reproducible in writing or on other grounds set forth in the contract or legislation.
7.2. FCR Media has the right to unilaterally change the general terms and conditions or establish new general terms and conditions.
7.3. FCR Media shall post a corresponding notice on its website concerning amendment of general terms and conditions or establishment of new general terms and conditions. The notice regarding making of amendments in the general terms and conditions and the new single text of the general terms and conditions or new general terms and conditions shall be posted on the website at least thirty (30) days before the entry into force of the amendments or new general terms and conditions.
7.4. If the customer does not accept the amendments to the general terms and conditions or new general terms and conditions, the customer has the right to cancel the contract, notifying FCR Media thereof in the manner stated in clause 7.1 within thirty (30) days of the publication of the notice regarding the entry into force of the amendments or new general terms and conditions. The cancellation of the contract shall not release the customer of the obligation to perform obligations thereunder until the cancellation of the contract. The existing general terms and conditions shall be applied with regard to the customer and to the performance of obligations.
7.5. If the customer does not cancel the contract within thirty (30) days of the publication of the notice regarding entry into force of amendments to or new general terms and conditions, the customer shall be deemed to have expressed by default the intention to consent to the amended or new general terms and conditions and does not have any complaints with regard to FCR Media in this connection. The amended or new general terms and conditions shall become an integral part of the contract as of the date of entry into force and are obligatory for compliance by the parties. The validity of the provisions pf the previous general terms and conditions or general terms and conditions shall be considered ended.

8. Notices
8.1. Notices, consents, approvals and other expressions of intent shall be considered presented in accordance with the contract and received when the expression of intent has been forwarded to the other part orally, in writing, in a form reproducible in writing or in electronic format to the contact data set forth in the contract. An expression of intent transmitted orally shall be considered transmitted when FCR Media has saved it.
8.2. FCR Media shall provide notice to the customer of changes in the contact details set forth in the contract on its website address, http://www.fcrmedia.ee.
8.3. The customer shall immediately notify FCR media of changes in its contact details. The customer can change its contact details by submitting to FCR Media an application in a form reproducible in writing to the FCR Media representation or contact address. In this case, the contact details shall be amended within five (5) business days of the receipt by FCR Media of the relevant request.

9. Extension and cancellation of and withdrawal from contract
9.1. The contract shall expire:
9.1.1. upon the final term of expiry, if the customer does not wish an extension;
9.1.2. on the basis of written agreement by the parties;
9.1.3. upon dissolution of a customer who is a legal person;
9.1.4. upon cancellation of contract or withdrawal from contract on the basis of written request by a party to the contract.
9.2. FCR Media has the right to cancel the contract or withdraw from the contract if the customer has not performed the obligation stated in clause 5.3 to submit information (access to statistics or accounts, visuals, translations etc.).
9.3. The customer has the right to cancel or withdraw from the contract entered into with FCR Media by providing thirty (30) days advance notice. The customer is obliged to cover all contract costs preceding the cancellation of withdrawal. The customer is obliged to submit the cancellation request in writing or in a form reproducible in writing.
9.4. To cancel the contract, the customer is obliged to provide thirty (30) days advance notice to FCR Media and to cover all contract costs preceding cancellation.
9.5. If the basis for cancelling the contract was the customer’s violation of clause 5.2 and/or clause 6.3 of the contract, FCR Media shall have the right upon cancellation of contract to charge a contractual penalty of up to 50% of the contract’s residual value.
9.6. Upon premature cancellation of a fixed-term contract by the customer, FCR Media shall have the right to charge a premature contract cancellation fee of the contract residual value.
9.7. If the cancellation of contract by the customer takes place within fourteen (14) calendar days of entry into the contract, FCR Media has the right to demand of the customer the performance of contractual obligations in the amount of the administrative fee for one (1) month.
9.8. Upon cancellation of or withdrawal from the contract by FCR Media or the customer, the following shall not be refundable:
9.8.1. fee of invoices paid earlier;
9.8.2. resources transferred to the media platform for media expenses.
9.9. Cancellation of and withdrawal from the contract and expiry of contract shall not release the parties of the obligation to perform with respect to each other the obligations that have arisen from the contract during the term of validity of the relevant contract. The customer must present the contract cancellation notice in writing or in a form reproducible in writing.
9.10. The parties have the right to cancel the contract extraordinarily due to a material breach of contract by the counterparty and on condition that the party in violation has not eliminated the violation within a reasonable term. The party cancelling the contract shall give at least fourteen (14) days’ advance notice to the other party in writing or in a form reproducible in writing. Material breach of contract shall be deemed to include, among other things, indebtedness on the part of the customer to FCR Media.
9.11. If the customer fails to perform contractual payment obligations as required, FCR Media has the right to cede the claim for indebtedness against the customer or to hand it over to a third party and to forward data associated with the claim for indebtedness to companies authorized by FCR Media (e.g. collection agencies and credit reporting agencies) Upon the demand of FCR Media, the customer is obliged to compensate the expenses related to collection of the claim incurred by FCR Media and/or a third party.

10. Settlement of disputes
10.1. Disagreements arising between the parties shall be resolved by way of negotiations.
10.2. If an agreement is not reached, the dispute shall be resolved in the court of the location of FCR Media AS – i.e. Harju County Court.

11. Final Provisions
11.1. This version of the general terms and conditions shall enter into force on 01.01.2018, rendering void the previous FCR Media general terms and conditions.
11.2. In matters not governed by the contract and the general terms and conditions, the parties shall proceed from legal acts and the principle of good faith and reasonableness.
11.3. If any provision of the contract and/or general terms and conditions proves in conflict with a legal act, contract and/or general terms and conditions shall in other respect remain valid.
11.4. The general terms and conditions are available on the FCR Media website: https://www.fcrmedia.ee/leping

FCR Media AS
Location: Metalli 3 10615 Tallinn
Reg. code 10047161
VAT ID number EE100289268
Bank account no. EE871010220213810226 AS SEB Bank
Telephone 630 0300; fax 630 0301
Website www.fcrmedia.ee
E-post info@fcrmedia.ee
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