Xolo Go OÜ - Kirill Nikulin (registry code 14717109, VAT number EE102156920, business address: Paju tn 1a, 50603 Tartu, Tartu Maakond, Estonia), hereinafter the "Contractor," publishes this Agreement, which constitutes a public offer to provide Services and/or access to the Service (website) on the Internet and other related services.
1.1. This Agreement is a public offer by the Contractor addressed to legal entities and to individuals acting for business or professional purposes (the person who accepts it is the "Client"), and contains the essential terms of the Agreement for the provision of the services described in section 2 (the "Services"). The offer is not addressed to consumers. By accepting it, the Client confirms that it acts for business or professional purposes.
1.2. Full and unconditional acceptance of this offer is any action taken to fulfill the terms set out in this offer, including payment for the Services, as well as any other action confirming a person's intention to use the Services.
1.3. From the moment of acceptance, the Client and the Contractor are referred to as the "Parties." The Client is deemed to have read and agreed to this offer and to have entered into a contractual relationship with the Contractor under this Agreement.
1.4. The Services are provided on the terms set out in this offer, which is publicly available on the Internet at redmeteors.eu/oferta.
1.5. The Contractor may amend or supplement this Agreement at any time, with or without notice to Clients. The current version is always available on the Contractor's website at redmeteors.eu/oferta.
1.6. Notices, acceptance certificates and invoices may be signed electronically, either with a qualified electronic signature, which is equivalent to a handwritten signature, or with a simple electronic signature, which may be the email address of each Party. Each Party is responsible for securing access to its own email.
2.1. On the Client's instructions, the Contractor undertakes to provide a set of services for creating and/or managing pay-per-click advertising campaigns for the Client's website in Google Ads and/or in other advertising systems agreed by the Parties. The advertising system is chosen according to the Client's request, provided that the Client pays for the corresponding placement under the terms of this offer.
2.2. Services for creating an advertising campaign include:
2.2.1. Preparing and placing advertising:
2.2.2. Managing a pay-per-click advertising campaign:
2.2.3. The scope of other services is subject to agreement between the Client and the Contractor.
2.2.4. The Services are provided if the Client has the technical capability and provides all access credentials to the website and analytics systems needed to provide the Services.
3.1. The Contractor shall:
3.1.1. Provide advertising placement services in accordance with this Agreement and the Client's requests, and consult the Client on questions arising in connection with the Services by phone or email, using the Client's details given in the request.
3.1.2. Start providing the Services within 3 (three) business days after receiving payment in the amount specified in clause 4.1 of this Agreement, provided there are funds in the Client's advertising accounts to pay for the campaigns. The Client pays for advertising campaigns under clause 4.2 of this Agreement within the time limits and in the amounts set by this Agreement.
3.1.3. Extend the Client's advertising campaign each month after payment in the amount specified in clause 4.1 of this Agreement is received in the Contractor's bank account, provided there are funds in the advertising system accounts to pay for the campaigns. The Contractor shall monitor spending in the Client's accounts in Google Ads and/or the other advertising systems used under clause 2.1 and notify the Client of the need to pay the campaign budget by email or by another method agreed by the Parties.
3.1.4. Keep confidential the terms of this Agreement and the information received from the Client in connection with its performance.
3.2. The Contractor may:
3.2.1. Require the Client to provide the information needed to write the ads correctly.
3.2.2. Suspend the Services under this Agreement and/or unilaterally withdraw from the Agreement if the Client fails to pay on time and/or in full.
3.2.3. By mutual agreement of the Parties, suspend the Services for a period of at least 30 (thirty) calendar days.
3.2.4. Determine at its own discretion the staff needed to provide the Services properly and, if necessary, engage third parties.
3.2.5. If the Client is more than 7 (seven) calendar days late with payment, offset the funds transferred to pay third parties under the Agreement (the advertising campaign budget) against payment for the Contractor's services.
3.2.6. Grant discounts on its services in the manner and amount agreed by the Parties.
3.2.7. Withdraw from the Agreement for any reason by giving the Client 30 (thirty) calendar days' written notice.
3.3. The Client shall:
3.3.1. Provide the Contractor with the information needed to provide the Services under this Agreement, including information for writing the ads.
3.3.2. Pay for the Services within the time limits and in the amount specified in clause 4.1 of this Agreement.
3.3.3. No later than 30 (thirty) calendar days after the end of the Services in a billing period, the Contractor prepares and sends the Client an invoice and two copies of an acceptance certificate for the Services (the "Certificate") on paper, or the Certificate and the invoice electronically under clause 1.6 of the Agreement. The Client shall sign the Certificate and return a copy to the Contractor within 30 (thirty) calendar days after receiving it, or within the same period give the Contractor written reasons for refusing to sign it. If within that period the Client does not sign and/or return the Certificate and does not give written reasons for refusing to sign it, the Services are deemed provided and the Contractor may sign the Certificate unilaterally.
3.4. The Client may:
3.4.1. Monitor the provision of the Services without interfering in the Contractor's work.
3.4.2. At any time, ask the Contractor for an extra report on the management of the Client's advertising campaign and on spending, but no more than once a week.
3.4.3. Withdraw from the Agreement by giving the Contractor 30 (thirty) calendar days' written notice; clause 4.3 applies.
3.5. Advertising campaign settings, keyword and negative keyword lists, ad texts, graphic and display ad content, and the settings of Google Analytics and/or other analytics systems agreed by the Parties for tracking campaign performance, made and prepared by the Contractor under this Agreement, are the intellectual property of the Contractor. They are used to provide the Services to the Client while this Agreement is in force and are not transferred to the Client and/or other persons or organizations, either while the Services are provided, after this Agreement ends, or if the Services are suspended under clause 3.2.2 or 3.2.3 of this Agreement.
4.1. The price of the Services under this Agreement is set in the price list on the Contractor's official website, https://redmeteors.eu/. Special terms may be set by discussion and agreement between the Parties.
4.1.1. Days when advertising campaigns are paused through the Client's fault or at the Client's wish are paid in full under the terms of this Agreement, except in the case described in clause 3.2.3 of this Agreement.
4.1.2. The Client pays for the Services in full in advance (100% prepayment) no later than 7 calendar days after the invoice is issued and sent by email.
4.1.3. The scope, type, price and payment terms of additional services are set by mutual agreement of the Parties or by the terms of this Agreement.
4.2. Monthly payments to third parties under the Agreement (the advertising campaign budget) are determined by the advertising systems' internal rules and by mutual agreement of the Parties.
4.3. If the Agreement is terminated, payment is not refunded. Ads are shown using the Client's remaining funds in the advertising systems, from which the price of the Services is withheld. The Contractor's Services under this Agreement are deemed completed once the Client's funds are fully spent and a report on the spending of the paid funds is provided.
4.4. The day of payment is the day the funds are received in the Contractor's bank account.
5.1. The Parties are released from liability for partial or complete failure to perform their obligations under this Agreement if the failure is caused by circumstances that arose beyond the will and wishes of the Parties and that could not be foreseen or avoided ("force majeure"). Such circumstances include natural disasters, armed conflicts, strikes, regulations and laws issued by public authorities that prevent performance of this Agreement, and other events that occur after this Agreement is concluded and are beyond the Parties' reasonable foresight and control.
5.2. If these circumstances continue for more than three consecutive months, the Parties may terminate this Agreement after first settling all disputed issues. The Parties may set up a commission to review their financial relations, made up of an equal number of authorized representatives of both Parties.
6.1. For failure to perform or improper performance of their obligations under this Agreement, the Parties are liable in accordance with the laws of the Republic of Estonia and this Agreement.
6.2. The Client bears full responsibility under applicable law for any inaccuracy of the information provided to the Contractor.
6.3. The Client is warned that using registered trademarks, logos, names, slogans, images or photographs that do not belong to the Client is a violation of the law.
6.4. The Client is warned of the need to comply with:
6.5. The Contractor is not liable for the Client's claims about the quality of access to the Client's information related to the operation of Internet providers' networks, servers or telephone networks, the operation of subscriber equipment, or other circumstances outside the Contractor's competence.
6.6. If the Client fails to comply with the rules of the advertising systems referred to in clause 6.4 of this Agreement, or with the laws of the Republic of Estonia or of other countries in which the Client's advertising campaigns run, and this leads to ads and/or campaigns being stopped or blocked, and/or to other events caused by third parties that prevent performance of obligations under this Agreement, the Contractor is not liable and does not refund the funds paid under clause 4.2 of this Agreement. In this case the Client addresses all claims to the third parties.
6.7. For late payment for the Contractor's services, the Client pays a penalty of 0.5% of the outstanding amount for each day of delay.
6.8. The Contractor's total liability under this Agreement is limited to the amount the Client paid for the Services in the 12 months before the claim arose. The Contractor is not liable for lost profit or for any indirect, consequential or incidental damage. These limitations do not apply where the law does not allow liability to be limited.
7.1. All disputes or disagreements between the Parties under this Agreement are resolved through negotiation.
7.2. If disagreements cannot be resolved through negotiation, they are referred to the competent court of the Republic of Estonia in the manner established by the laws of the Republic of Estonia.
7.3. This Agreement is governed by the laws of the Republic of Estonia.
8.1. The Parties shall protect the confidential information received for the performance of obligations under this Agreement. The Parties may not disclose confidential information under this Agreement to third parties, except in the case described in clause 3.2.4 of this Agreement or where disclosure is required by law.
8.2. Confidentiality obligations remain in force for the term of this Agreement and for 1 (one) year after it ends.
9.1. This Agreement takes effect when published and remains in force until the Parties have performed their obligations.
9.2. The time of all actions of the Parties is Estonian local time (EET/EEST), as determined from the Contractor's data.
9.3. The Parties send all notices and notifications to each other by electronic messages.
9.4. The Client sends any notices and notifications to the Contractor's email addresses given on the Contractor's website.
9.5. The Contractor sends notices and notifications to the Client at the email addresses given by the Client in the request, and by posting information on the website. The Contractor may send the Client notices about discounts, website news and special offers; the Client may opt out of them at any time by email.
9.6. When using email to send messages and notices related to the performance of this Agreement, the Parties guarantee that only authorized representatives of the Parties have access to the Parties' email addresses, and that the information sent by email (including images, photographs, text and other digital documents) is accurate and strictly confidential.
9.7. The Parties may not transfer their rights and obligations under this Agreement without the other Party's consent, except in the case described in clause 3.2.4 of this Agreement.
9.8. If this Agreement conflicts with the Terms and Conditions published at redmeteors.eu/terms, this Agreement prevails. A contract signed separately by the Parties prevails over this Agreement.
Xolo Go OÜ - Kirill Nikulin
Registry code 14717109, VAT number EE102156920
Paju tn 1a, 50603 Tartu, Tartu Maakond, Estonia
Email: [email protected]