1. SCOPE / GENERAL
The General Terms and Conditions (hereinafter “terms”) govern and form part of the contractual relationship between the customer and Cleoo Services UK Ltd. They concern the services as outlined on the front page of this contract and the fact sheets (if any) that have been provided to the customer.
2. BEGINNING, END AND DURATION OF THE CONTRACT
2.1 The contract comes into force on the start date stated in the contract and ends with the expiry of the contract duration if automatic contractrenewalis not stated and otherwise, upon the expiry of the extended contract period or periods. The contract is binding on both parties for the duration of the contract.
2.2 The minimum initial contractual period is 6 months, except for contracts with a monthly budget below GBP 1,500 (12 months) or above GBP 10,000 (4 months). In the context of a switch from an existing CleooPro customer to an Elysa contract, it is agreed that the period elapsed under the initial contract is taken into account.
2.3 The contract is subject to automatic renewal for additional periods of equal to the initial period. The extension, or further extensions, may be cancelled in writing with a notice period of 2 months, failing which the contract shall be extended for the additional period.
2.4 The customer may terminate the contract prior to the minimum contractual period under the following circumstance only and with a notice period of one month by issuing Cleoo Services UK Ltd with a written notice to the effect and which must be received by Cleoo Services UK Ltd:
- Monthly budget below GBP 1,500: if the cumulative goals are below target over an average of 3 consecutive months starting from the initial 3 months of the campaign;
- Monthly budget between GBP 1,500 and GBP 9,999: if the cumulative goals are below target over an average of 2 consecutive months starting from the initial 3 months of the campaign;
- Monthly budget of GBP 10,000 or above: if the cumulative goals are below target during 1 month starting from the initial 2 months of the campaign.
2.5 Cleoo Services UK Ltd reserves the right to cancel contract without providing any reason with a notice period of 2 months if it deems it being in its best interest.
2.6 In case of the insolvency of a party, threat of bankruptcy, notification of seizure or similar, the other party may cancel the contract at any time without paying compensation via registered mail sent to the first-mentioned party.
2.7 If a customer does not comply with the terms of the contract, and in particular with his payment obligations under clause 3.4, or uses the service in a way that is contrary to the contract, contrary to the law or in an immoral way, or if they do not fulfil their obligation to co-operate, or if the quality of the data submitted to Cleoo Services UK Ltd, e.g. insertion data is, in Cleoo Services UK Ltd’s opinion, insufficient and/or results in complaints, Cleoo Services UK Ltd may cease providing services to the customer without suffering the consequences of providing compensation, or Cleoo Services UK Ltd may cancel the contract in full or in part in relation to the service without notice. In case a contract is terminated by Cleoo Services UK Ltd pursuant to this clause, the customer shall owe Cleoo Services UK Ltd, subject to other contractual or lawful rights until the date of termination, the full subscription price for the expired period, and 50% of the subscription price for the remaining unexpired period of the contract. Insofar as the service has already been fulfilled at the point of termination the full price is owed. Upon termination of the contract by Cleoo Services UK Ltd, the customer shall not be entitled to any further service under the contract. The customer agrees that this clause represents a genuine pre-estimate of Cleoo Services UK Ltd’s loss in the event of the termination of the contract by Cleoo Services UK Ltd under this clause.
3. PRICES, TERMS OF PAYMENT, UPFRONT PAYMENT
3.1 The agreed prices, unless otherwise agreed, are stated net in GBP and exclude applicable GST. Not included in the total price are subsequently requested changes (see paragraph 5.1 of these Terms & Conditions). These changes will be priced by effort and the customer has to agree to payment in writing before work on the changes is done.
3.2 Unless otherwise agreed, payment has to be made within 10 days of the invoice date. All compensation payments as stated in paragraph 2.7 above are immediately due after the event. Special payment conditions are invalid in the case of termination of the contract or of enforcement. Instalment payments are to be made via GIRO. The customer shall not cancel the GIRO arrangement as long as the instalment payments have not been completely fulfilled.
3.3 Cleoo Services UK Ltd reserves the right to ask for an upfront payment of the total price or a part of it before the service is provided. If applicable, this will be reflected at the front page of this contract.
3.4 If the customer does not pay within the payment period for each invoice, Cleoo Services UK Ltd may cancel the contract without warning, notice and compensation, in which case liquidated damages pursuant to clause 2.7 are payable. Without prejudice to the generality of the foregoing, Cleoo Services UK Ltd also reserves the right during the course of the contract in the event of delayed payments and as long as the delayed payments have not been received and not otherwise, to block access to applications and/or wait to create and/or publish services or reverse them. The customer is not entitled to an extension of the contract duration as a result of the measures. The rights of Cleoo Services UK Ltd are not affected whether they carry out these measures or not.
3.5 Following the expiry of the payment period, interest at 1% per month shall be due and payable from the date of the invoice to the date of payment.
3.6 The customer shall indemnify Cleoo Services UK Ltd against all claims, demands, proceedings, losses, damages, costs and expenses of any nature (including legal costs on an indemnity basis) which are incurred by Cleoo Services UK Ltd by reason of the enforcement of Cleoo Services UK Ltd’s rights and remedies against the customer under the contract.
4.1 In order to facilitate Cleoo Services UK Ltd to fulfil their service under the contract, the customer shall deliver the corresponding documents (hereinafter “data”) at the point of signature of the contract or 10 days thereafter. This may be done electronically (hereinafter “data delivery”). If this data delivery does not happen despite an extension of time to be granted at Cleoo Services UK Ltd’s absolute discretion, Cleoo Services UK Ltd may exercise its right under clause 2.7 to terminate the contract. Cleoo Services UK Ltd may, instead of terminating the contract, take information from an existing website of the customer or any other source. In such an event, the customer will be solely responsible for any error contained therein.
4.2 If the customer is obliged to deliver data, they will be responsible to deliver the data on time and in the correct format. Any advertisement must follow the design / layout guidelines of each specific platform and should not exceed the fixed advertising space. The advertisement must be displayed appropriately on all common browsers. The customer bears the risk of submission. All data must be received by Cleoo Services UK Ltd two full days before the publication date.
4.3 The customer ensures that websites or advertising media (links) referred to in published services are functional and up to date from the beginning and throughout the duration of the contract.
How does our sites handle Do Not Track signals
5.1 Data delivered to or taken by Cleoo Services UK Ltd as part of the service will be submitted to the customer in a suitable way for approval (usually electronically via e-mail). Unless the customer announces in writing or electronically with concrete amendments within five days after the aforementioned delivery / release, they shall be deemed to have accepted the submission in its entirety. The submission shall also be deemed to be accepted if the aforementioned specific amendments are carried out by Cleoo Services UK Ltd and not commented upon within five days after delivery / release. Subsequent amendments are to be compensated for (clause 3.1).
5.2 The services and / or advertising materials are published by Cleoo Services UK Ltd in accordance with the contract during the agreed duration of the contract. If no specific publication space was agreed, Cleoo Services UK Ltd shall determine the placement of the same. Depending on the service, the advertisement will be chosen randomly when a specific page is being displayed.
5.3 Cleoo Services UK Ltd has no obligation to view or check the documents delivered by the customer before the contract or during the period of the publication. Cleoo Services UK Ltd reserves the right to reject advertising on legal, moral or similar reasons even when orders have been legally placed. Cleoo Services UK Ltd is furthermore entitled to reject advertising due to its origin, content, form, technical quality or for other reasons. The customer will be informed immediately if the advertising has been rejected. In case of rejection the customer is obliged to provide new or modified advertising to replace the advertising that did not meet the standards. If this replacement is provided within the deadline, the contract will be extended by the duration of the interruption. If the customer does not comply with the request, Cleoo Services UK Ltd may cancel the contract after the expiration of the deadline without further liability to the customer and without prejudice to its pre-existing rights under the contract, unless the customer elects in writing not to proceed with the advertisement in question.
5.4 Cleoo Services UK Ltd is entitled to call on third parties for the fulfilment of their contractual obligations under the contract.
6. COPYRIGHT HOLDER OF INTELLECTUAL PROPERTY RIGHTS
6.1 All rights including ownership rights and intellectual property rights (such as copyright and trademark rights as well as the rights on know-how), to the applications and online platforms of Cleoo Services UK Ltd belong exclusively to Cleoo Services UK Ltd. The contractual use of the application and online platforms of Cleoo Services UK Ltd by the customer will be issued non-exclusively, non-transferable and within the needed scope for the duration of the contract. If the customer agrees with Cleoo Services UK Ltd to using an application by a third party (see clause 13) this section shall apply analogously to such an application.
6.2 All rights to the products manufactured by Cleoo Services UK Ltd on behalf of the customer (final product) belong to Cleoo Services UK Ltd. Cleoo Services UK Ltd is entitled to freely dispose of these. The customer is entitled to a non-transferable right to use the services in each unaltered form for the limited duration of the contract, save for the videos and slideshows for which the customer retains the indefinite right of use, i.e. beyond the expiration of this contract.
7. MANAGEMENT AND FURTHER DEVELOPMENT OF THE APPLICATION
Operation and management of applications and online platforms of Cleoo Services UK Ltd will be carried out by Cleoo Services UK Ltd. They are entitled to call third parties to fulfil their obligations. Cleoo Services UK Ltd strives to operate their applications and online platforms as smoothly as possible and to shorten interruptions due to troubleshooting, maintenance work, introducing new technologies and similar issues. The technical development and the changes in their range of services are at the sole discretion of Cleoo Services UK Ltd. Third-party applications (see clause 13) are operated and administered by the corresponding third parties. The technical development is at their discretion.
8. DATA PROTECTION / PUBLICATION NETWORK
8.3 The customer acknowledges and agrees that information about its contractual relationship with Cleoo Services UK Ltd for the purpose of data processing can be transferred to other companies within the same group of companies.
9. RIGHTS AND OBLIGATIONS OF THE CUSTOMER
9.1 The customer agrees to use the applications of Cleoo Services UK Ltd and third parties (see paragraph 13 of these terms) in a lawful way and according to this contract. The customer agrees and warrants in particular that:• they will deliver all data submitted to Cleoo Services UK Ltd or third parties in the desired form and quality according to the provisions of insertion.• they are entitled to all material provided by them directly or indirectly to third parties or Cleoo Services UK Ltd, e.g. submitted data (clause 4.1) and/or promotional material such as graphics, photos, videos, songs, pictures, plans, texts, software and sounds;• all data (clause 4.1) and/or promotional material delivered to Cleoo Services UK Ltd or third parties or taken by Cleoo Services UK Ltd are legally and morally permissible. They have to be complete and accurate and kept constantly up to date by the customer;• they are aware of the relevant terms and conditions, insertion and usage provisions of the websites where the services and/or advertising material will be published and they accept these.
9.2 Cleoo Services UK Ltd reserves the right to change the provided information or to alter/completely rework the customer-related data (clause 4.1) and/or promotional material for technical reasons. If Cleoo Services UK Ltd is sued by a third party regarding data (clause 4.1) and/or promotional material, the customer shall be obliged at the first request of Cleoo Services UK Ltd to provide all available documents and information in order to avert the asserted claims. The customer shall agree to be joined as a co-party in the legal proceedings. In such a case, the customer shall be obliged to bear and hold Cleoo Services UK Ltd harmless against all expenses that may be incurred in connection with such claims including but not limited to legal costs.
The customer is only entitled to improvement work by Cleoo Services UK Ltd for work that is evaluated under service contract law, exclusively. Reimbursement and price reductions are excluded. To the extent permitted by law, Cleoo Services UK Ltd excludes all liability for consequential damages. All warranty claims of the customer under this contract must be made without delay immediately after they occur by the customer, otherwise, they will expire.
11. CUSTOMER’S RISK
The customer bears all risks that may arise as a result of any manipulation of the IT system, as a result of malfunctioning computer systems and/or as a result of improper use of access rights.
12.1 Cleoo Services UK Ltd is responsible for the contractual provision of its services towards the customer. Cleoo Services UK Ltd is only liable for direct and immediate damage and only in case of intent and gross negligence. Any further liability is excluded to the maximum extent permissible at law. In particular, the liability of Cleoo Services UK Ltd for indirect and consequential damages, force majeure such as natural disasters, military conflicts, strikes, unforeseen official restrictions, or strikes, and for technical disruptions that fall within the responsibility of third parties is excluded. Liability for the loss of data and/or promotional materials is disclaimed.
12.2 If Cleoo Services UK Ltd cannot fulfil its contractual duties despite being careful but due to force majeure such as natural disasters, military conflicts, strikes, unforeseen official restrictions or technical failures that are attributable to the responsibility of third parties, the customer cannot claim against Cleoo Services UK Ltd for any damages arising from the event. Cleoo Services UK Ltd is not liable for abuse of the internet and related customer damage by third parties, for security lapses and failures of telecommunication networks of third parties / the internet or for operating disruptions and failures of the applications and online platforms of Cleoo Services UK Ltd and/or by third parties.
12.3 Cleoo Services UK Ltd is limited in all cases to proven damage, and shall not exceed the total contract price paid by the customer.
12.4 The customer is fully responsible for the content of the information provided by them to Cleoo Services UK Ltd. Cleoo Services UK Ltd discards any liability for the content submitted. Cleoo Services UK Ltd does not give in particular any warranties or guarantees for the offered goods and services.
13. THIRD-PARTY APPLICATIONS
14. PROHIBITION OFSET-OFFS
The customer is not permitted to set off their claims against Cleoo Services UK Ltd’s claims.
15. NO ASSIGNMENT
The customer is not allowed to assign the contract to a legal successor without the written consent of Cleoo Services UK Ltd. Unless otherwise agreed in this contract the customer is not allowed to assign rights to a third party.
16. GENERAL PROVISIONS, SERVICE OF DOCUMENTS, NOTICE
16.1 Termination of services by the customer must be communicated by written notice sent to Cleoo Services UK Ltd. The same applies to the waiver of the provision of any term of the contract. Verbal contracts, changes or additions are not valid. Additional sales contracts conducted via phone that are related to or connected to the existing contract shall be confirmed by Cleoo Services UK Ltd in writing via mail or any other suitable form and shall not be binding otherwise.
16.2 In the event any one or more of the provisions of the contract shall be held to be invalid, illegal or unenforceable, the remaining provisions shall be unimpaired and shall have full force and the contract shall not be void for this reason alone. Such invalid, illegal or unenforceable provision may be replaced by a mutually acceptable valid, legal and enforceable provision in writing signed by both parties.
16.3 Any document relating to or by which any legal proceedings against the customer is commenced arising from the breach of the provisions of the contract may be served to the customer by leaving it at, posting it or dispatching it by facsimile transmission, electronic mail or through the internet to the address of the customer as stated on the front page of the contract, or such further or other address or addresses as may be notified in writing by the customer to Cleoo Services UK Ltd from time to time.
16.4 Any notice or correspondence relating to the contract may be made to the customer and to Cleoo Services UK Ltd at the following address and/or such further or other address or addresses as may be notified in writing by one party to the other from time to time:
Cleoo Services UK Ltd
17. APPLICABLE LAW AND JURISDICTION
These Terms and Conditions are governed by the laws of England and Wales and will be interpreted in accordance with the English courts. The English courts shall have exclusive jurisdiction to settle any claim or dispute that might arise out of or in connection with these terms and conditions
Subject to clause 2.3 herein, if the product section of this contract states “Auto Renewal: Yes” this contract extends automatically for an additional period at the end of its initial term. You will receive an extension confirmation 3 months before the initial term date. From that date and at any time during the additional period or periods, you may cancel the extension, or any further extension, as the case may be, within one month in writing, failing which the contract shall be extended for the additional period.
Cleoo Services UK Ltd, London, March 2019
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