I. Defined Terms
1. The General Terms and Conditions (hereinafter referred to as the “T&C”) are the general terms and conditions of the service provider pursuant to Act no. 40/1964 Coll. Civil Code as amended. The T&C regulate the rights and obligations of the contracting parties arising from the work contract concluded between the Customer and the Supplier. The Supplier, ROI index, Ltd., whose registered office is Karpatské námestie 10A, Bratislava, 831 06, Slovak Republic. Our Company Registration Number is 52808297 (entered in the Commercial Register of the Bratislava I District Court, Section: Ltd., insert number: 142562 / B (hereinafter referred to as the "Supplier")). Supplier’s bank account IBAN: SK81 0900 0000 0051 6773 8923
2. Contract is a document concluded between the Customer and the Supplier for the creation of an advertising campaign. The contract is in electronic format. Subject to the customer’s requirements the T&C shall form the basis of a contract. The contract becomes effective from the moment the Customer accepts the offer delivered to them by email and subsequently making payment for the works to be provided.
3. Advertising campaign Scope (hereinafter referred to as the Scope) refers to the graphic and functional (technical) specification that the Customer ordered through www.roi-index.com and sent by e-mail to the Supplier.
4. PPC systems – Google Ads, Bing Ads, Facebook Ads, Yandex Ads, LinkedIn Ads, Amazon Ads
Online tools – SEO tools, Analytics tools
URL – the domain address
List of services - Advertising campaigns, the term Advertising campaigns shall be understood to include a list of all services on www.roi-index.com.
5. The Customer is a business or individual listed as the customer within the online order form or email.
6. The term handing over/taking over the advertising campaign from the Supplier to the Customer means that it is understood that the processing of an advertising campaign within a PPC system has been handed over to the Customer, etc.
II. Basis of the Contract
1. The subject of the contract is to create an advertising campaign based on a breakdown that the Customer may choose from the various specifications and criteria through our website on www.roi-index.com.
2. Advertising campaigns shall be deemed to have been created correctly if they comply with the business objectives and specifications set by the Customer in a proper and timely manner.
3. The Customer shall undertake to pay for advertising campaigns based on the individual campaign offer.
III. Obligations and deadlines
1. Upon the contract on creating and management of advertising campaign becoming effective, the Customer shall notify the Supplier of their requirements for the business goals of their advertising campaigns. Customer must deliver this notification of requirements electronically, where the Customer must specify target location, target group, a regular Customer profile, age group, gender target group based on the customer’s business. The Customer undertakes to send all details required for their advertising campaign (e.g., all texts, product images, logos, etc.) to the Supplier within 7 calendar days from the contract becoming effective.
2. The Supplier shall propose advertising campaigns within 14 days of concluding the contract, commencing from the date of payment receipt. The Customer is obliged to properly take over the work from the Supplier. Handing over the work means the processing of the finished advertising campaign by the Supplier with the PPC system directly in the customer's account, etc.
3. The Customer is obliged to provide the supplier with all the necessary materials needed to create advertising campaigns. The Supplier is entitled to reject documents for the creation of advertising campaigns, the content of which is unethical or conflicts with applicable law. The Supplier shall deliver the work containing such materials which it has received from the Customer within the specified period. In the event of the customer's inactivity, the advertising campaign is considered to have been duly completed under the contract after the expiry of this period.
4. If the supplier does not meet the deadline for delivery of the work, the customer is entitled to request a 10% discount on the price of the work. This does not apply if the reason for non-compliance with the deadline was the non-fulfilment of the obligation by the customer, e.g., in particular insufficient cooperation of the customer or force majeure.
5. The moment of advertising campaign handover or the expiration of the 14-day period, the ownership of the work passes to the Customer.
6. The Customer is particularly obliged to: take over the contracted work, pay for the work within the agreed due date and not degrade the good business name of the Supplier.
7. The Supplier has the right to deliver the work in the volume and quality as specified by the Customer's requirements, based on the materials supplied by the Customer.
IV. Cooperation between the customer and the supplier
1. The Customer is obliged to provide the Supplier with proper cooperation in specifying the advertising campaigns’ criteria. Specifically, the Customer is obliged to provide all documents for the creation of advertising campaigns, such as texts, graphics, access data, product photos, etc. All documents shall be accepted by the Customer and the Supplier in electronic format only.
2. By agreeing to the T&C, the Customer also agrees with the conditions and concluding the contract.
V. Charges and Terms of Payment
1. The price of the work, i.e., the price of advertising campaigns are based on an individual quote, which the Customer confirms. The stated price is final. The Supplier is not a VAT registered entity.
2. The Customer is obliged to pay the Supplier 100% of the price for the works in advance, e.g., no later when placing the order.
3. Upon the conclusion of the contract or after the expiry of the 14-day period, the Supplier shall issue an invoice for the Customer.
VI. Liability for defects
1.Liability for defects applies exclusively to the functionality of advertising campaigns and its duration is 24 months from the date of its delivery from the Supplier to the Customer
2. The Supplier shall not be liable for defects which have arisen as a result of a third party’s intervention in the work after its delivery. The Customer is not responsible for errors caused in connection with defects where the work is posted, regardless of their origin.
3. The Supplier shall not be liable for defects caused by the Customer's actions consisting mainly in the incorrect use of advertising campaigns, non-compliance with the T&C or unauthorized interference with advertising campaigns directly by the Customer or a third party.
4. The Customer is obliged to file a complaint of defects with the supplier immediately after identifying the defects. If the Supplier acknowledges that the work has defects for which the Supplier bears responsibility, the Supplier is obliged to remove the defects within a reasonable period agreed with the customer.
VII. Legal Liability
1. The Supplier shall not be liable for any damage caused by acts or omissions of the Customer or third parties, in particular incorrect functioning of advertising campaigns, insufficient setting of security password, non-compliance with the T&C, or unauthorized interference with advertising campaigns or violation of third parties. Furthermore, the Supplier is not liable for damage caused by the involvement of third parties.
2. The contracting parties declare that the overall damage that may arise from a breach of the contract or the applicable provision of the legislation related to this contract will not exceed the amount corresponding to the price of the work, the advertising campaign.
VIII. Contract termination
1. The Supplier is entitled to withdraw from the Contract if the Client declared insolvency or if the Client’s activities materially breach the Contract, or if the Client has not provided the Contractor with the necessary cooperation. If any of the above occur, the Supplier is entitled to claim reimbursement of purposefully incurred costs for the preparation of advertising campaigns. The Customer agrees that in cases where the Supplier is entitled to claim compensation for purposefully incurred costs, e.g., the cost of running advertising campaigns shall be determined as a refund of the deposit paid.
2. The Customer is entitled to withdraw from the contract if the Supplier - “liability without fault” - of the Customer, is in delay under the contract and does not make a correction even within an additional period of 10 working days from the delivery of the written notice.
IX. Intellectual property rights
1. The Supplier declares that they are authorised to handle all property rights and intellectual property rights related to the technical and graphic design of advertising campaigns. The supplier mainly owns the intellectual property rights related to the graphic appearance (design of the appearance of advertising campaigns).
2. The contract between the Supplier and the Customer applies to one advertising campaign only. Using an advertising campaign for another entity and/or destination URL is only possible with the prior written consent of the Supplier.
X. Common and final provisions
1. The Contracting Parties shall communicate mainly by electronic means or, where appropriate, through a postal service provider (hereinafter referred to as "the post office"). The parties may communicate by telephone or verbally, but contractually, such claims cannot be considered as properly asserted claims. In case of concerns, it is considered that the e-mail message was delivered on the day of its sending and the postal item from the day of its proper delivery or expiration of the storage period at the post office.
2. Under the contract, all payments shall be made to the Supplier's bank account (see Article 1 in these T&Cs. Correct payments are considered to be those crediting the amount to the account of the entitled party.
3. Contractual relations between the Supplier and the Customer are governed by the T&Cs. In matters not regulated by the T&Cs, the legal relations between the parties are governed by Slovak law, namely by the Commercial Code and the Act. no. 185/2015 Coll. Copyright law.
4. The Contracting Parties agree that, for the purposes of the contractual relationship, any confidential information exchanged between the Parties, in particular information on business secrets, know-how or confidential information of third parties, shall be considered confidential. The Parties undertake not to provide or disclose confidential information to a third party without the prior written consent of the other Party.
5. The Supplier is authorised to use the customer’s logo in their presentations, marketing materials and customer lists.
6. The contracting parties have agreed that the Customer confirms that by sending the order by email to the Supplier, the Customer he agrees that these T&Cs and their conditions and provisions will apply to their contractual relationship concluded by email, operated by the supplier, under which the supplier delivers work to the customer. (hereinafter referred to as the "contract for the work") and all relations between the customer and the supplier, arising especially when the contract is made and the cost incurred.
The contract and the T&C are governed by the provisions of the Slovak legal system.
We reserve the right to change these Terms and Conditions.
These terms and conditions are effective as of January 20, 2020.