Framework Agreement for Agency Services

Effective as of 1 January 2022

 

  1. Terms and definitions

 

1.1.          Nobel Digital – Nobel Digital OÜ, registry code 10047161, with its registered office located at Staapli 4, Tallinn 10415;

1.2.         Customer – a legal person who has expressed interest in ordering a Service provided by Nobel Digital;

1.3.         Party – either Nobel Digital or the Customer, who are jointly referred to as the Parties;

1.4.         Service – any of the agency services provided by Nobel Digital to the Customer (including mediation and management of media services, website optimisation for search engines, and creative solutions). Nobel Digital reserves the right to make changes/additions to the list of its agency services.

1.5.         Order – an offer made by Nobel Digital on the basis of the Customer’s request for a Service, which in turn is accepted by the Customer and includes a description of the Service to be provided, the scope and price of the Service, estimated time to be spent on, and arrangements of payment for, the Service. The Parties may specify the details of the Order by e-mail.

 

  1. Purpose, scope and interpretation of the Framework Agreement

 

2.1.         The purpose of this Framework Agreement is to regulate the legal relations between the Parties that arise as a result of ordering Services under the Framework Agreement, it being understood that, in addition to the Framework Agreement, the rights and obligations of the Parties also derive from the Orders executed hereunder.

2.2.        During the effective term of the Framework Agreement, the Customer may order from Nobel Digital any and all Services provided under the Framework Agreement. The Framework Agreement shall be deemed to have been entered into on the date on which the Customer confirms the first Order, which shall serve as the basis enabling the Customer to subsequently order additional Services as needed. The first payment made by the Customer under the Order shall be considered confirmation of the Order.

2.3.        The rights and obligations arising from this Framework Agreement shall apply to all Services specified herein.

2.4.        In addition to the Framework Agreement, the Parties shall be guided in their relations by law and by the principles of good faith and reasonableness.

2.5.        Each provision of the Framework Agreement shall be construed in conjunction with other relevant provisions of the Framework Agreement in light of the spirit and purpose hereof, as well as the practice established between the Parties.

 

  1. Term of the Framework Agreement

 

3.1.         The Framework Agreement is entered into without a term.

 

  1. Intellectual property

 

4.1.         Any intellectual property created by Nobel Digital in the course of the provision of a Service (including, without limitation, creative idea, design, documents necessary to run a campaign, information, account and settings) shall be owned unconditionally by Nobel Digital. Nobel Digital and the Customer may agree in writing to a different legal treatment of the intellectual property.

4.2.        Any transfer of the relevant information to a third party without Nobel Digital’s written approval shall be prohibited.

 

  1. Fee and terms of payment

 

5.1.         Nobel Digital shall be entitled to a fee for the Service provided and the Customer shall be required to pay Nobel Digital for the Service provided.

5.2.        VAT shall be added to the fee at the applicable rate.

5.3.         The principles of charging for a particular Service are set out in the section on the relevant Service. The exact amount of the fee payable for the Service, the service and invoicing periods and the due date for payment shall be as set out in the Order.

5.4.        Nobel Digital shall issue electronic invoices to the Customer. An invoice may be presented in hard copy if the Customer so requests.

5.5.         Failure to receive an invoice shall not relieve the Customer of the obligation to pay for the Service on time. The Customer shall notify Nobel Digital of the failure to receive an invoice within two weeks of the provision of the Service. In the case that Nobel Digital is not notified of the non-receipt of the invoice within two weeks, the Customer shall be deemed to have received the invoice in due time and to have no objection to the data set out in the invoice.

5.6.        The Customer undertakes to pay the amount stated in the invoice to Nobel Digital’s bank account no later than by the due date for payment specified in the invoice.

5.7.         The obligation to pay the fee shall be deemed to have been met as soon as the full amount stated in the invoice is credited to Nobel Digital’s bank account.

5.8.        Nobel Digital shall have the right to require the Customer to pay late payment interest on any amount not paid by the due date. The late payment interest shall be charged at the rate of 0.2% of the outstanding principal amount from the calendar day following the due date indicated in the invoice per overdue calendar day.

5.9.        Any additional work shall be paid for in accordance with the agreement between Nobel Digital and the Customer as entered into from time to time.

5.10.      Any amount received shall be applied first towards the expenses incurred, then towards late payment interest, then towards interest payments and only thereafter towards the principal obligation. An obligation that has fallen due earlier shall be deemed settled before the principal obligation that has fallen due on a later date.

5.11.       Should the Customer fail to pay an invoice, Nobel Digital shall have the right to refuse to perform its obligation until such time as the Customer has fully and properly discharged all of its financial obligations to Nobel Digital which have become due and payable, or to unilaterally cancel the Framework Agreement in accordance with section 15.2.1 without prior notice to the Customer if the Customer fails to settle its debt to Nobel Digital even within a reasonable additional period of time granted by the latter.

5.12.      Cancellation of the Framework Agreement by Nobel Digital shall not relieve the Customer from the obligation to pay for the Services provided prior to the cancellation.

5.13.      In the event that the Customer fails to duly perform its payment obligations hereunder, Nobel Digital shall have the right to assign or transfer its claim against the Customer to a third party for collection and to forward data associated with the claim to companies authorised by Nobel Digital (e.g. collection agencies and credit reporting agencies). Upon Nobel Digital’s request, the Customer shall reimburse Nobel Digital for any costs incurred in connection with the collection of the debt by Nobel Digital and/or a third party.

 

  1. Mediation and management of media services

 

6.1.         Content of the media service

6.1.1.               The Customer can order the advertising placement service from Nobel Digital.

6.1.2.               The provision of the Service is subject to the Customer providing access to Google Analytics and/or other advertising accounts necessary for the provision of the Service.

6.1.3.               The Customer’s website shall be accessible and active during the provision of the Service and the Customer shall notify Nobel Digital immediately if this is not the case.

6.1.4.              Nobel Digital shall be under no obligation to make the advertising accounts created for the provision of the Service available to the Customer. The acquisition of such an account by the Customer shall be subject to an agreement between the Parties to this effect, in which case the Customer shall be bound by a minimum 6-month subscription to the Service.

6.1.5.               In the event that the advertising account which Nobel Digital uses to provide the Service belonged to the Customer prior to the entry into the Framework Agreement, Nobel Digital shall be entitled to expect the Customer to subscribe to a minimum of 3 months’ Service when providing the Service from the account in question.

6.1.6.              The Customer shall lodge any complaints and claims arising out of the Framework Agreement with Nobel Digital no later than 2 weeks from the date on which the fact giving rise to the complaint in question becomes known or on which the claim becomes due and payable. In the event that the Customer fails to lodge a complaint or claim with Nobel Digital within the aforementioned timeframe, or fails to describe Nobel Digital’s breach with sufficient particularity, the Customer shall not be entitled to invoke Nobel Digital’s non-performance or improper performance of its obligations.

 

6.2.        Payment for the mediation and management of media services

6.2.1.               The invoicing period is a calendar month.

6.2.2.              Nobel Digital shall be under no obligation to commence the provision of the Service until the advance payment is received.

6.2.3.              In the event of cancellation of or withdrawal from the Framework Agreement, any amounts previously paid or any funds transferred to the advertising platform for media costs shall not be refunded to the Customer.

 

  1. Website search engine optimisation (SEO) service

 

7.1.         Content of the SEO service

7.1.1.                The purpose of the SEO Service is to improve the findability of a website in search engine queries by technically optimising the website itself. The Customer agrees that Nobel Digital will make every reasonable effort to improve the position of the Customer’s website in search engine queries, but Nobel Digital cannot guarantee that a specific goal is achieved, because the outcome is contingent on circumstances beyond Nobel Digital’s control (including the quality of the Customer’s website, search engine operators, algorithms, etc.).

7.1.2.               A prerequisite for the provision of the SEO service is the submission by the Customer of the CMS (Content Management System) and FTP (File Transfer Protocol) access codes for the website for which the SEO service is requested to Nobel Digital’s e-mail address.

7.1.3.               Nobel Digital shall provide the SEO service in accordance with the volume specified in the Order.

7.1.4.               All files required for the provision of the SEO service (including, but not limited to, texts, photos, graphics) that the Customer submits to Nobel Digital shall be of the best possible quality. The Customer hereby provides Nobel Digital with an irrevocable and unlimited right to technically adjust, without separately obtaining the Customer’s consent on each occasion, any sign-based information (logos, images) and graphical designs included with the Order, while ensuring that the information remains visually unaltered.

7.1.5.               The Customer shall provide Nobel Digital with the data necessary for the optimisation of its website within 5 days of making the advance payment, unless otherwise agreed in writing. In the event of a breach of this obligation, Nobel Digital reserves the right to refuse to provide the SEO service without prior notice. In such a case, the Customer shall not be entitled to a refund of the advance payment, as this shall be deemed to be a penalty payable by the Customer for the breach.

7.1.6.               The Customer shall provide Nobel Digital with properly authorised access to the Google Analytics and Google Search Console accounts associated with the Customer’s website. In the event that the Customer has not previously created these accounts, Nobel Digital shall do so in the course of providing the SEO service. Nobel Digital shall grant the Customer access to the Google Analytics and Google Search Console accounts created by Nobel Digital.

7.1.7.               Nobel Digital shall commence the provision of the SEO service within 1 week after the Customer grants the necessary CMS, FTP and database accesses and makes the advance payment.

7.1.8.               The Customer shall be fully responsible for the accuracy of the data provided to Nobel Digital when ordering the SEO service and for the compliance of the data with the law and good morals. The Customer also confirms that the data (including texts, images and graphic or similar solutions) submitted to Nobel Digital, their publication and processing by Nobel Digital do not infringe any copyright or other rights of any person. In the event of an infringement, the Customer shall assume full responsibility.

7.1.9.               In order to ensure the quality of the SEO service and avoid the need to redo any work, the Customer shall notify Nobel Digital of any changes to its website at least 5 business days in advance. In the event of a breach of this obligation by the Customer which results in the need to redo the work already performed, the amount of such work shall be re-priced and shall be payable by the Customer.

7.1.10.            Nobel Digital shall report to the Customer on the work performed in the provision of the SEO service and on the results of the work performed in accordance with the ordered volume.

7.1.11.             Nobel Digital shall have the right to refuse to provide the SEO service if it suspects that the execution of the Order may prejudice the rights of third parties or that the data provided by the Customer may be contrary to law or good morals.

 

7.2.         Payment for the SEO service

7.2.1.               The SEO service shall be priced in accordance with the price list of Nobel Digital on the basis of the volume of the SEO service chosen by the Customer and the volume of work performed by Nobel Digital.

7.2.2.              Prior to the commencement of the SEO service, the Customer shall make an advance payment to Nobel Digital on the basis of the invoice issued.

7.2.3.              Any additional work shall be paid for in accordance with the agreement made between the Customer and Nobel Digital from time to time or, in the absence thereof, in accordance with the current price list of Nobel Digital.

 

  1. Creative solutions

 

8.1.         Content of the Creative Solution service

8.1.1.               The Creative Solution service includes the development of a creative concept and design, as well as creative writing, with Nobel Digital creating and running advertisements and campaigns in both digital and traditional media (including carrying out the necessary analysis and developing a strategy).

8.1.2.              The creative solution shall be created on the basis of the Order confirmed by the Customer.

8.1.3.              The intellectual property relating to the creative solution shall be owned unconditionally by Nobel Digital.

8.2.        Payment for the Creative Solution service

8.2.1.              The Creative Solution service shall be priced in accordance with the total volume of the Order.

8.2.2.              In the event that the initial Order does not include all the solutions requested by the Customer, making it necessary to carry out additional activities in the course of the provision of the Service, the Parties shall draw up an addendum to the Order setting out the additional activities and their cost.

 

  1. Rights and obligations of the Customer

 

9.1.         The Customer is entitled to:

9.1.1. require Nobel Digital to provide the Service indicated in the Order and, where applicable, any additional service;

9.1.2. provide advisory instructions for the provision of the Service;

9.1.3. request and regularly receive information on the progress of the Service being provided;

9.1.4. cancel the Framework Agreement under ordinary procedure in accordance with the Framework Agreement;

9.1.5. in the event of a breach, cancel the Framework Agreement in accordance with applicable law.

 

9.2.        The Customer is required to:

9.2.1. provide Nobel Digital with all the information necessary for the provision of the Service and grant accesses subject to the agreements relating to the specific Service immediately after the acceptance of the Order;

9.2.2. receive from Nobel Digital the outcome of the provision of the Service and review it and/or notify Nobel Digital of any deficiencies in accordance with the terms and conditions of delivery and acceptance;

9.2.3. pay Nobel Digital the agreed fee for the Service;

9.2.4. provide instructions to Nobel Digital in case the latter requests such instructions in connection with the provision of the Service;

9.2.5. compensate Nobel Digital for the damage caused to the latter by a breach of the Framework Agreement;

9.2.6. comply with the obligation of confidentiality under the terms and conditions set out in the Framework Agreement;

9.2.7. not to hire any employee of Nobel Digital or enter into any form of cooperation agreement with an employee of Nobel Digital or a company related to such an employee, even if an employee of Nobel Digital applies for employment with the Customer or seeks to enter into a cooperation agreement with the Customer on his or her own initiative, to the extent that the employment contract between Nobel Digital and the employee prohibits such action.

 

  1. Rights and obligations of Nobel Digital

 

10.1.      Nobel Digital is entitled to:

10.1.1. be paid for the Service provided, even if Nobel Digital has terminated the provision of the Service in accordance with the Framework Agreement;

10.1.2. receive instructions from the Customer in the event of problems arising in the course of the provision of the Service which cannot be resolved without the Customer’s involvement;

10.1.3. refuse to provide any Service which was not included in the original Order or which is not a separately priced additional service;

10.1.4. terminate the provision of the whole of the ordered Service if the situation described in section 10.1.3 no longer makes this possible;

10.1.5.          refuse to provide the Service if the Customer fails to provide Nobel Digital with the necessary input for the provision of the Service within the agreed timeframe (including failing to provide the necessary accesses or files, etc.), making it impossible for Nobel Digital to provide the Service;

10.1.6. require the Customer to pay a penalty in the circumstances agreed upon in the Agreement.

 

10.2.     Nobel Digital is required to:

10.2.1. provide the Service to the best of its ability, with due care and diligence and within the timeframe specified in the Order for the specific Service;

10.2.2. eliminate any deficiencies discovered by the Customer;

10.2.3. adhere to the time schedule communicated to the Customer, except when a delay is caused by the Customer’s breach of section 9.2.1 of the Framework Agreement;

10.2.4. promptly notify the Customer of any problems encountered in the course of providing the Service;

10.2.5. comply with the obligation of confidentiality under the terms and conditions set out in the Framework Agreement.

 

 

 

  1. Liability

 

11.1.       A Party shall compensate the other Party for direct patrimonial damage caused by non-performance of obligations. Loss of profit shall not be compensated.

11.2.      The Parties hereby agree that the liability of Nobel Digital for any breach of its obligations hereunder shall be limited to the fee payable for the Service in question.

11.3.       Nobel Digital shall not be liable for outcomes that can be influenced by third parties (for example, the number of visitors to a website may vary based on the chosen search keywords or search phrases etc.).

11.4.      Nobel Digital shall not be liable for any changes made to the Customer’s website by the Customer or any third party during or after the provision of the SEO service which may affect the search results relating to the website.

11.5.       Nobel Digital shall not be liable if the Service cannot be provided due to the Customer’s failure to provide information (e.g. access to statistics or accounts, visuals, translations, etc.).

11.6.      The Customer shall be fully responsible for the accuracy and compliance with the law of all data provided to Nobel Digital, as well as for any unlawful consequences arising from the publication of the data included in the Order, including any infringement of the rights of third parties.

11.7.       In the event of a breach of section 9.2.7 of the Framework Agreement, i.e. hiring an employee of Nobel Digital or entering into any form of cooperation agreement with an employee of Nobel Digital or a company related to such an employee, the Customer shall pay Nobel Digital a penalty equal to the greater of the total fee payable by the Customer for 12 months or the total salary of the employee for 6 months.

11.8.      Each Party shall be liable for any breach of its obligations under the Framework Agreement, including being responsible for the activities of persons it employs or permits to exercise its rights and perform its obligations.

11.9.      A breach of an obligation is excusable if the Party breached the obligation due to Force majeure. Force majeure is an impeding circumstance beyond the Party’s control which the Party could not reasonably have been expected to take into account or to avoid, or to overcome the circumstance or its consequences, at the time when Framework Agreement was entered into or when the Service was used or provided.

 

 

 

  1. Lodging complaints

 

12.1.      The Customer shall lodge any complaints and claims arising out of the provision of the Service with Nobel Digital no later than 60 days from the date on which the relevant claim becomes due and payable. In the event that the Customer fails to lodge a complaint or claim with Nobel Digital within the aforementioned timeframe, or fails to describe Nobel Digital’s breach with sufficient particularity, the Customer shall not be entitled to invoke Nobel Digital’s non-performance or improper performance of its obligations.

12.2.      Contrary to the provisions of section 12.1, complaints relating to invoices shall be lodged before the agreed due date for payment indicated in the invoice.

 

  1. Confidentiality and personal data processing

 

13.1.       Any information which becomes known to the Parties in the course of the performance of the Framework Agreement, but which is not publicly known, shall be confidential and shall not be disclosed to third parties, except in cases expressly provided for by law and/or with the prior written consent of the other Party.

13.2.      In the course of the provision of the Service, Nobel Digital shall process the personal data provided by the Customer in the manner set out in the Privacy Policy and in accordance with applicable data protection laws and regulations. Nobel Digital shall process personal data for the purpose of performance and enforcement of the Framework Agreement and on the basis of consent in accordance with Article 6(1) of the General Data Protection Regulation[1].

13.3.      In accordance with Article 32 of the General Data Protection Regulation, Nobel Digital shall implement appropriate organisational and technical measures to ensure the secure processing of personal data provided by the Customer.

13.4.      Nobel Digital has entered into confidentiality agreements with all its employees and service providers, pursuant to which Nobel Digital’s employees and persons providing services to Nobel Digital undertake to maintain the confidentiality of the Customer’s information (including personal data) and of the personal data of the Customer’s clients which is placed in their possession or of which they become aware, and ensure the processing of personal data in accordance with applicable data protection laws and regulations.

13.5.      Nobel Digital shall keep the personal data in compliance with the principle of storage limitation set out in the General Data Protection Regulation. Being the processor, Nobel Digital is required to delete all personal data collected or obtained in the course of the provision of the Service without undue delay upon termination of the Framework Agreement, but no later than 1 year after the provision of the Service, unless a longer storage period is prescribed by applicable law.

13.6.      Nobel Digital shall notify the Customer immediately of the occurrence of a security incident (an event that compromises the security of network and information systems) or a personal data-related breach (including a leak of personal data).

 

  1. Amendment of the Framework Agreement

 

14.1.      The Framework Agreement can only be amended in writing and with the consent of both Parties, except for sections 6, 7, 8 and 13 of the Framework Agreement, which may be unilaterally amended by Nobel Digital. All written amendments, as well as amendments made by Nobel Digital, shall be deemed to be annexes to the Framework Agreement.

14.2.      Nobel Digital shall notify the Customer of any unilateral amendment to the provisions of the Framework Agreement at least 30 days before the amendment takes effect.

14.3.      In the event that the Customer does not agree to the amendments to the Framework Agreement, the Customer shall have the right to cancel the Framework Agreement in accordance with section 15.1.3 hereof. Cancellation of the Framework Agreement shall not relieve the Parties from their obligations arising under the Framework Agreement up to the date of cancellation, it being understood that those obligations shall be governed by the provisions of the Framework Agreement previously in force between the Parties.

14.4.      In the event that the Customer does not cancel the Framework Agreement within 30 days of receipt of the notice of the entry into force of the amendments to the Framework Agreement, the Customer shall be deemed to have indicated by its silence its willingness to accept the amended Framework Agreement and not to have any complaints against Nobel Digital in this respect.

14.5.      The amended Framework Agreement shall be binding on the Parties from the date of its entry into force. Earlier wordings of the provisions of the Framework Agreement shall cease to apply from the date of entry into force of the new provisions.

 

  1. Termination and cancellation of the Framework Agreement

 

15.1.       The Framework Agreement shall terminate:

15.1.1.             by written agreement of the Parties;

15.1.2. subject to 60 days’ notice in the event of cancellation under ordinary procedure;

15.1.3. subject to 30 days’ notice in the event of cancellation by the Customer following receipt of the notice of the entry into force of amendments, unless the Customer agrees to the unilateral amendment of the terms and conditions of the Framework Agreement in accordance with section 14 hereof;

15.1.4. upon cancellation by either Party on an extraordinary basis;

15.1.5.            in the event of a petition for reorganisation or bankruptcy of the Customer being filed with a court;

15.1.6.            in the event of dissolution of the Customer without succession.

15.2.      Nobel Digital shall have the right to cancel the Framework Agreement on an extraordinary basis without notice in the event of a material breach of the Framework Agreement, including but not limited to:

15.2.1.           indebtedness of the Customer to Nobel Digital which the Customer fails to settle even after a reminder to that effect by Nobel Digital;

15.2.2.          failure of the Customer to provide, by the due date set out in the Framework Agreement, the information upon which the provision of the Service depends and without which Nobel Digital is unable to provide the Service and which Nobel Digital has reminded the Customer to provide.

15.3.      In the event of extraordinary cancellation of the Framework Agreement, the Parties shall duly perform their outstanding obligations that have arisen as a result of the parallel ordering of another Service prior to the cancellation of the Framework Agreement, unless the provision of such a Service is directly related to the provision of the Service which caused the cancellation or unless the continuation of the provision of the Service until the agreed date cannot reasonably be required, considering all the circumstances and the interests of both Parties. In such circumstances, other Services may continue to be provided until the end of the period covered by the advance payment made by the Customer for those Services.

15.4.      In the event of termination of the Framework Agreement by agreement of the Parties, the Customer shall be liable to pay all costs associated with the provision of the Service prior to termination of the Framework Agreement.

15.5.      In the event that the basis for the cancellation of the Framework Agreement is a breach by the Customer referred to in section 9.2.1, Nobel Digital shall be entitled to apply a penalty of up to 50% of the residual value of the Order.

15.6.      In the event that the Customer cancels the Framework Agreement within 14 days after the confirmation of an Order placed by the Customer, Nobel Digital shall be entitled to require the Customer to perform its obligations hereunder to an extent which corresponds to the amount of 3 months’ administrative fees.

15.7.      Cancellation and termination of the Framework Agreement shall not relieve the Party of any obligations that arose during the effective term of the Framework Agreement.

 

  1. Communication

 

16.1.      Notices, consents, approvals and other declarations of intent shall be deemed to have been duly given and received in accordance with the Framework Agreement if the declaration of intent has been communicated to the other Party in writing or in a format that can be reproduced in writing, using the contact details specified in the Framework Agreement.

16.2.      In the event of any changes in the contact details set out in the Framework Agreement, Nobel Digital shall notify the Customer of such changes on its website at www.nobeldigital.ee.

16.3.      The Customer shall immediately notify Nobel Digital of any changes in its contact details in a format that can be reproduced in writing.

 

  1. Applicable law and dispute resolution

 

17.1.       The Framework Agreement shall be governed by Estonian law.

17.2.      The Parties shall seek to resolve any disputes between them by way of negotiations.

17.3.      In the event of failure of negotiations, the dispute shall be settled by a court of Nobel Digital’s location.

 

  1. Final provisions

 

18.1.      In the event of any discrepancies between the terms or conditions set out in the Order and the Framework Agreement, the Order shall prevail.

18.2.     In the event that any provision of the Framework Agreement proves to be in conflict with any law, the remainder of the Framework Agreement shall remain in force.

18.3.      The text of the Framework Agreement is available on the website of Nobel Digital at https://www.nobeldigital.ee/lepingud/agentuuritoode-raamleping/

 

Nobel Digital OÜ
Address: Staapli 4, Tallinn 10415
Registry code: 10047161
VAT No.: EE100289268
Current account: EE871010220213810226 AS SEB Pank
Telephone: +372 630 0300
Website: www.nobeldigital.ee
E-mail: info@nobeldigital.ee

[1] Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)