General Terms and Conditions for Providing Advertising Space on Servers Managed by Visitchef s.r.o.
Preamble
These General Terms and Conditions for the provision of advertising space by Visitchef s.r.o., IČ: 09051163, with a registered office at Na Florenci 2116/15, 110 00 Prague 1 - Nové Město, Czech Republic, (hereinafter referred to as "General Terms and Conditions") govern all contracts for the provision of advertising space on any of the servers whose publisher is Visitchef s.r.o. (hereinafter referred to as "Provider"). The Provider enters into contracts for the provision of advertising space with those interested in publishing advertisements on the server in question (hereinafter referred to as "Customers"). For the purposes of these General Terms and Conditions, servers managed by the Provider shall be understood as both servers directly operated by the Provider and servers on which the Provider is authorized to provide advertising space based on contracts concluded with their operators.
These General Terms and Conditions come into force and effect on 01. 05. 2020.
The list of servers managed by the Provider as of 01. 05. 2020 is as follows: http://www.visitchef.com
1. Advertising Orders
1.1. Upon receipt of a written or telephone request for advertising space from the Customer, the Provider will issue a binding advertising reservation, i.e., a document describing in particular the advertising space requested by the Customer (on which server(s) the advertising space is to be provided, or in which section of the given server, the format of the advertising, the type of advertising (banner, text advertisement, link, etc.)). The reservation signed by an authorized representative of the Provider shall constitute a draft contract for the provision of the advertising space described in the Reservation under the conditions specified therein. The Reservation shall be delivered by the Provider to the Customer by mail, in person, by fax, or by email according to the contact information specified in the binding Reservation.
1.2. The Customer is obliged to confirm the Reservation with the signature of an authorized person and deliver the confirmed Reservation to the Provider within five (5) working days of its receipt by the Provider. After the expiry of this deadline, the Provider shall no longer be bound by the Reservation.
1.3. If it is the first order of advertising space that a given Customer places with the Provider, the Customer is obliged to attach to the confirmed Reservation a copy of a current (not older than three months) extract from the Commercial Register (trade certificate, if the Customer is a natural person not registered in the Commercial Register). In the case of an order for advertising space placed by an advertising agency, it is necessary for the agency to provide the Provider with the name of the client for whom the advertising space is ordered.
1.4. The timely delivery of a confirmed Booking to the Provider shall result in the conclusion of a contract for the provision of the advertising space described in the Booking to the Client for the purpose of publishing the advertising supplied by the Client (hereinafter referred to as the "Contract").
1.5. The Customer is not entitled to withdraw or cancel the signed Reservation delivered to the Provider other than as specified in these General Terms and Conditions, in the section Cancellation of Reservation.
1.6. The Customer is not entitled to make any changes to the Reservation prior to its confirmation and delivery back to the Provider (in particular, the Customer is not entitled to make changes to the type and format of the advertisement, changes to the dates and deadlines for publication of the advertisement). Such changes to the Reservation are without any legal effect in relation to the Provider. The timely delivery of such an amended and confirmed Reservation to the Provider shall result in the conclusion of the Contract; however, under the conditions specified in the original version of the Reservation delivered by the Provider to the Client. In the event that the changes to the Reservation made by the Client unjustifiably concern the essential elements of the Contract (in particular, the designation of the server, the type and format of the advertisement, the date of publication and the time limits for publication of the advertisement or the price for providing the advertising space) or in the event that the changes make the original text of the Reservation illegible or incomprehensible, the Provider reserves the right, depending on the circumstances of the case, either to demand the conclusion of a new Contract with new terms and conditions or to refuse to publish the advertisement. The conclusion of a new Contract shall be in accordance with the provisions of paragraph 1.1 et seq. of these General Terms and Conditions. The provisions of clauses 7.2 and 7.3 of these General Terms and Conditions shall apply mutatis mutandis in such a case.
1.7. Any arrangements relating to the provision of advertising space (whether written or oral) made prior to the formation of the Contract which are not expressly contained in the Booking or these General Terms and Conditions shall not form part of the Contract and shall not be legally binding on the Provider.
2. Cancellation of the Reservation
2.1. The Customer may cancel the Reservation (i.e., withdraw from the Contract) only by written notice of withdrawal from the Contract (hereinafter referred to as "cancellation"), which must be delivered to the Provider no later than before the publication of the Advertisement on the server managed by the Provider. If several different advertising spaces have been ordered through the Reservation, it is possible to cancel the Reservation even partially.
2.2. Cancellation of the Reservation (withdrawal from the Agreement) later than thirty-five (35) working days before the planned publication of the Advertisement is possible only by delivering a written cancellation and payment of a cancellation fee in the amount of the price (including VAT) specified in the Reservation for all Advertisement areas affected by the cancellation, for which the planned date of publication of the Advertisement is less than thirty-five (35) working days from the delivery of the cancellation to the Provider.
2.3. The confirmed Reservation (i.e., the Contract) cannot be changed in any way. Any written request by the Customer to "move" the advertisement from one server to another server of the Provider, to change the size (type) of the ordered advertising space or to change the Contract in any other way will be considered as cancellation of the original Reservation (withdrawal from the original Contract) by the Customer with all the consequences described in these General Terms and Conditions of Advertising and at the same time as a new demand to which the Provider will respond by issuing a new Reservation.
3. Price, Payment Terms, and Invoicing
3.1. The Customer is obliged to pay the Provider for the provision of the advertising space the price specified in the confirmed Reservation.
3.2. Unless otherwise agreed between the Client and the Provider, the price for the provision of the advertising space specified in the Reservation shall correspond to the Provider's price list valid on the date of delivery of the Client's request to the Provider. The Provider's current price list is published on the website here. The Provider is entitled to change the price list at any time at its own discretion. The Provider shall always publish the new price list here.
3.3. In the event of a discrepancy between the price stated in the Reservation and the price according to the Provider's price list or the agreement between the Provider and the Customer, the Customer is obliged to notify the Provider of the discrepancy without undue delay after the Reservation is delivered to the Provider. If the discrepancy between the price stated in the Reservation and the price list or agreement is acknowledged by the Provider, the Provider shall issue a new Reservation in which the price is stated correctly. If the Customer confirms the Reservation, the Customer loses the right to dispute and claim the price stated in the Reservation and is obliged to pay the Provider the price.
3.4. The price for the provision of the advertising space is payable within fourteen (14) days from the date of receipt of the tax document (invoice) by the Provider, unless the Parties agree otherwise in advance. The price is always payable by wire transfer or deposit to the Provider's bank account specified in the tax document (invoice). The Provider shall always issue the tax document within fourteen (14) days from the date of publication of the advertisement on the Provider's server in which the advertising space is located (hereinafter referred to as the "date of the taxable transaction").
3.5. The Provider may demand payment in advance, in particular from the Customer who has never concluded an Agreement for the provision of advertising space in the past or who has not fulfilled its obligations under the concluded Agreements properly and on time (in particular if it has not paid the agreed price for the provision of advertising space properly and on time). Whenever the Reservation contains the clause "payment in advance" or any other clause of similar meaning, the price for the ordered advertising space is payable in full in advance, at the latest by the date of publication of the respective advertisement (campaign launch) specified in the Reservation. The Provider shall issue and send the Customer an advance document (invoice). If the price of the advertising space is not paid no later than by the date of publication of the respective advertisement (start of the campaign) specified in the Reservation, the Provider is not obliged to provide the ordered advertising space and publish the Customer's advertisement on it. The Provider shall issue a tax document settling the advance payment within fourteen (14) days from the date of the taxable transaction. In the event that the advertisement is not published due to reasons arising on the part of the Customer, the Provider shall retain the deposit. In the event of non-publication of the advertisement due to reasons on the Provider's side, the Provider shall return the deposit to the Customer.
3.6. If the Customer defaults on payment of the price for the provision of a particular advertising space, the Provider shall not be obliged to provide any further advertising space to that Customer and to publish any further advertisement of the Customer, whether the Contract for the provision of that advertising space was concluded before or after the Customer defaults on payment of the price for another advertising space.
3.7. If the Provider, due to any default of the Customer in payment of the price for the provision of the advertising space, does not provide a certain advertising space to the Customer and does not publish the Customer's advertisement on this advertising space, the contract for the provision of such advertising space shall be terminated and the Provider shall be entitled to compensation for lost profit against the Customer in the amount of the sum of the prices for the provision of all advertising space which the Provider has not provided to the Customer due to the Customer's delay in payment.
3.8. If the Customer is in default in payment of the price for the provision of the advertising space, it is obliged to pay the Provider a contractual penalty of 0.05% of the amount due for each day of delay. The termination of the Contract shall in no way affect the Customer's obligation to pay the contractual penalty.
3.9. If the Provider grants the Customer any discount from the list price for the provision of the advertising space, this fact shall be indicated in the Reservation (the discount shall be quantified in the Reservation either as a percentage of the list price or directly by amount). If the Client is in default of payment of the agreed price for the provision of the advertising space, from which the discount has been granted, for more than 15 days, the Client's right to the discount shall expire and the Client shall be obliged to pay the Provider the full amount of the list price.
3.10. Together with the proper tax document (does not apply to advance tax documents), the Provider shall also send the Customer a proof copy of the relevant advertising space on the server containing the published advertisement of the Customer.
4. Delivery of Advertising Documents and Implementation of Advertising
4.1. The Customer shall deliver to the Provider the documents for the publication of the advertisement to be published on the advertising space in the form of a data file (hereinafter referred to as the "advertising documents") no later than five (5) working days before the advertisement is published on the Provider's server. The date of publication of the advertisement is specified in the Reservation.
4.2. The description of the advertisement in the Reservation (type of advertisement, interactive, non-interactive, etc.) is only indicative and is not binding on the Provider. The Provider is obliged to publish the advertisement according to the documents provided by the Customer (unless the Advertiser refuses to publish it) and is not obliged to check or ensure the compliance of the advertising documents and the advertisement published on their basis with the description in the Reservation.
4.3. The Customer is obliged to deliver the Advertising Materials in such format and with such parameters as specified in the current technical specifications of the Advertising Materials for the given server. The current technical specifications are available on the website here. The Provider is entitled to change the technical specifications of the advertising materials at any time (e.g. in connection with a change in the formats of the server, a change in the technical specifications, etc.). The Provider is obliged to inform the Customer immediately in writing of any changes to the technical specifications of the advertising materials for the publication of advertisements already ordered.
4.4. The technical specification of the advertising documents published on the website http://www.visitchef.com also includes the maximum permissible data size of individual data files. In the event that the Customer supplies files of a larger data size, the price of the advertising format to which the data files relate shall be increased in the same proportion as the data size of the supplied files exceeds the maximum permissible data size (i.e. if the maximum permissible data size is exceeded by 1%, the price shall be increased by 1%).
4.5. The data file containing the advertising material must always be labelled so that the file name consists of (in the following order) the name of the specific server on which the advertisement is to be published, and the date of publication of the advertisement (resp. the individual data will be separated from each other by the "_" ("underscore") and in case of internal division of individual data by a hyphen (example: "VisitChef.cz_YYYY-MM-DD_XYZ").
4.6. The Customer is obliged to provide the Provider with the exact URL designation and its assignment to individual banners or texts. In the case of a banner with multiple URLs, the Customer is obliged to notify the specific assignment to the individual parts of the creative.
4.7. The Customer must provide the Provider with information about the required rotation of creatives; in case of failure to provide this information, the rotation of the Customer's creative will be uniform.
4.8. The Client is obliged to deliver the advertising materials to the Provider by electronic mail (e-mail) sent to the Provider's electronic address, or by other means agreed by both parties. The electronic addresses to which the advertising materials can be sent are specified in the Reservation. The Provider may change the electronic addresses at any time, provided that the Provider is obliged to inform the Customer of such change without delay.
4.9. It is unacceptable for the Customer to deliver the materials in a package with banners that are not intended for advertising on the Provider's servers or for unordered positions, or in the form of a link to download the material.
4.10. The Provider is not obliged to return the advertising materials provided to the Customer, nor is the Provider obliged to store such materials or proofs.
4.11. The Customer is obliged to deliver the advertising materials according to the technical specifications of the ordered format specified in the binding reservation. The technical specifications are available at http://www.visitchef.com. In the event that the client fails to deliver the advertising materials according to the technical specifications, the client is obliged to pay 100% of the agreed amount.
4.12. In the event that the Client requests the Provider to change the advertising materials or change the target URL after the submission of the advertising materials according to the previous paragraph of these General Terms and Conditions, but before the publication of the advertisement, the Provider is entitled to charge a fee for each change according to the valid price list.
4.13. In the case of longer publication of advertisements of the same advertising format (i.e., publication for more than 2 weeks), the Customer is entitled to request the Provider to change the advertising materials or change the target URL. The Provider shall make such a change 1x (once) in each calendar month free of charge. The Provider will charge an individual fee for each additional change.
4.14. In the case of repeated delivery of advertising materials pursuant to paragraphs 4.11. and 4.12. of these General Terms and Conditions, the procedure pursuant to paragraphs 4.1. to 4.10. of these General Terms and Conditions shall apply accordingly. The Customer is obliged to deliver all materials for a change in an already ordered advertising campaign no later than three (3) working days before the date of the intended change. In case of failure to do so, the Provider shall not be liable for the timely change of the advertising materials.
4.15. Except where the subject of the Contract is the provision of a specified advertising position, the Provider is entitled to provide the Customer with advertising space located on any location of the server of the Provider's choice. It is entirely at the Provider's discretion whether to provide advertising space adjacent to editorial content or to another advertising space, and it is entirely at the Provider's discretion what advertisement, if any, to place adjacent to the Customer's advertisement. The Customer shall not be entitled to make any claim in respect of the placement of its advertisement adjacent to a competitor's advertisement or adjacent to any editorial content which the Customer considers inappropriate.
4.16. The Customer gives the Provider consent to the dissemination of the advertisement through the Provider's servers within the global computer network of the Internet and confirms that it is the entity authorized to exercise all necessary rights to the advertisement, which will be placed on one of the Provider's servers. In particular, the Customer confirms that it is entitled to exercise any proprietary copyright in the relevant advertising message and/or other advertising elements and is authorized to use any trademarks or other elements subject to industrial or intellectual property protection contained in the advertising message, and confirms that it does not infringe the rights of any other third party.
4.17. The Provider reserves the right to change the advertising formats in which advertising messages are published. In the event of a categorization of an advertising message, the Provider reserves the right to move the advertising message to a more relevant category if such a category arises. The Provider further reserves the right to cancel an individual advertising format. In the event of a Reservation or an unfinished advertising campaign by the Customer for such advertising format in which the advertising message was to be placed, the Provider undertakes to offer the Customer a performance of similar quality corresponding to the intention of the Customer's advertising campaign, and if the Customer does not agree to such similar performance, the Provider shall promptly refund the price already paid or the part of the price corresponding to the unrealized advertising campaign.
5. Statistics
5.1. For the purposes of invoicing and any claims, only and exclusively the values of the number of impressions (i.e., impressions) according to the statistics generated from the Provider's advertising system are binding. These statistics will be generated at the Client's request. The Customer acknowledges that the statistics provide data only retrospectively after the end of the campaign.
6. Claims of Defects
6.1. The Provider shall not be liable for defects caused by defective advertising materials supplied by the Customer.
6.2. If the Provider creates advertising materials for the Customer based on an agreement with the Customer and on the basis of the designs supplied by the Customer, the Provider is responsible only for the technical quality of the advertising materials; the responsibility for the content of the advertisement lies entirely with the Customer.
6.3. An error on the part of the Provider shall be understood as the non-functionality of its services related to the confirmed Booking of the Customer for more than 6 hours during a calendar day. This does not apply to the time interval during which the Customer's advertising messages are automatically displayed by the advertising system according to the ordered advertising volume.
6.4.
6.5. The Customer shall be obliged to complain about any defects in the published advertisement and to exercise its rights arising from such defects in writing within 10 days after the advertisement is published or after the defect occurs, otherwise such rights shall lapse. The complaint must contain a description of the alleged defects and the reasons why the Customer believes that the Provider is responsible for the defects.
6.6. If the published advertisement has defects for which the Provider is responsible, the Customer exercises its rights arising from the defects in a proper and timely manner, and these defects cause a substantial reduction in the informational value of the advertisement or demonstrable damage to the Customer's reputation, the Customer is entitled to the provision of a replacement advertisement, either in the form and scope corresponding to the originally ordered advertisement or other advertising services corresponding in price. Replacement advertising will be provided at a time agreed by the parties, otherwise at the earliest possible time. Only in the event that the Customer cannot be fairly required to accept compensation in the form of publication of replacement advertising, the Customer shall be entitled to a reasonable discount on the price for the provision of the advertising space. Unless otherwise expressly agreed, the Customer shall not be entitled to any right in respect of defects in the advertisement other than the right to a new performance or to a reasonable discount on the price for the provision of the advertising space.
7. Liability of the Customer for the Content of the Advertisement
7.1. The Customer is responsible for ensuring that the advertisement ordered by them is in full compliance with the applicable legal regulations, good morals, principles of fair business dealings, and the generally respected code of ethics for advertising (the Advertising Code issued by the Advertising Council) and that the publication of the advertisement according to the advertisement documents supplied by the Customer will not cause any interference with the rights of any third parties, in particular copyright, other intellectual property rights, and the right to protection of personality.
7.2. The Provider shall have the right to refuse to publish the advertisement if it considers that such publication would be contrary to clause 7.1 of the General Terms and Conditions or that the publication of the advertisement could damage the reputation or interests of the Provider or third parties. The Provider shall notify the Customer in writing of the refusal to publish the advertisement. If the Customer fails to deliver to the Provider the documents for the publication of another advertisement in time and in a proper manner, the relevant Contract shall be terminated.
7.3. In no event shall the Provider be liable for any damages incurred by the Client due to the Provider's failure to publish the rejected advertisement.
7.4. The Customer undertakes to indemnify the Provider against all costs and any damages incurred by the Provider as a result of any person or any authority pursuing any claims against the Provider arising out of any alleged breach of law by the publication of an advertisement in accordance with the Advertisement Documents of the Customer, whether or not such claims prove to be justified. In particular, the Customer shall reimburse the Provider for the costs of legal representation in investigating claims made by any person or authority and in representing the Provider in any related legal or administrative proceedings.
8. Applicable Law and Adjudication of Disputes
8.1. All Contracts concluded based on Reservations shall always be governed by the law of the Czech Republic by agreement of the parties.
8.2. By agreement of the parties, the regime of the Contract and the relations based on and related to the Contract shall be governed by the law of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended.
8.3. All disputes arising from the Contracts and Reservations and disputes related to the conclusion and validity of the Contracts shall be decided by the locally competent courts of the Czech Republic by agreement of the parties. If there is no court in the Czech Republic under the relevant procedural regulations that would have local jurisdiction to hear claims against the Customer, the parties agree that the court with local jurisdiction shall be the District Court for Prague 5 in disputes where district courts have jurisdiction in the first instance, and the Municipal Court in Prague in disputes where regional courts have jurisdiction in the first instance.
9. Information about the Client and Personal Data
9.1. The Customer acknowledges that the Provider, in the context of the implementation and development of cooperation under these Terms and Conditions, including its evaluation, works with information about the Customer, in particular contact information and information about the cooperation, including any information about the Customer's creditworthiness obtained from third parties. Customers are generally not natural persons; therefore, such information is not personal data.
9.2. Natural persons act on behalf of the Client with the Provider. Their contact details and information about their cooperation with the Customer are personal data within the meaning of the relevant regulations. The Provider fulfills its information obligation towards personal data subjects through the document PRIVACY POLICY of Visitchef s.r.o., which is available here. The document is also addressed to natural persons who cooperate with the Provider indirectly, i.e., through their role with the Customer.
9.3. The Customer undertakes to draw the attention of the natural persons who communicate with the Provider on its behalf to the document PRIVACY POLICY of Visitchef s.r.o. and invite them to familiarize themselves with the document.
10. Final Provisions
10.1. The provisions of these General Terms and Conditions form an integral part of any Contract concluded between the Provider and the Customer through the Reservation. If the Booking contains an express provision that contradicts these General Terms and Conditions, the express provision of the Booking shall prevail.
10.2. These General Terms and Conditions may be amended by the Provider at any time. Changes to the General Terms and Conditions do not apply in any way to Contracts concluded before their amendment. These General Terms and Conditions are published in the Czech language. Versions in other languages are for information purposes only.
In Prague, 01. 05. 2020