General Terms and Conditions for Google and Yandex

 

1. Definitions
The terms used in this Agreement have the following meaning:
1.1. Nobel Digital means Nobel Digital OÜ, registry code 10047161, registered office at Staapli 4, Tallinn 10415;
1.2. Customer means a legal person that has ordered the provision of Nobel Digital’s click-based advertising service in the Google or Yandex environments;
1.3Agreement means an agreement concluded between Nobel Digital and the Customer for the provision of a click-based advertising service;
1.4. Party means Nobel Digital or the Customer, jointly referred to as the Parties;
1.5. General Terms and Conditions means this document, which sets out the legal bases for the relationship between the Parties.

 

2. General Provisions and Object of Agreement
2.1. These General Terms and Conditions form an integral part of the Agreement.
2.2. In the event of a conflict between the General Terms and Conditions and the Agreement, the special terms and conditions agreed set out under the Agreement prevail.
2.3. Under the Agreement, Nobel Digital is required to provide a click-based advertising service to the Customer.

 

3. Parties’ rights and obligations
3.1. The Customer is required to file any complaints and claims arising from the Agreement to Nobel Digital, at the latest, within two (2) months starting from the date on which the claim became collectable. If the Customer fails to submit its complaints and claims to Nobel Digital within the abovementioned term or if the Customer fails to sufficiently describe Nobel Digital’s alleged violation, the Customer cannot rely on Nobel Digital’s improper performance or non-performance of the obligation.
3.2. The Parties are required to perform their contractual obligations properly, reasonably, with due care and in good faith, while taking into account the developed customs and practice.
3.3. A Party must compensate the other Party for direct pecuniary damage caused by a violation of its obligations. Loss of profit is not compensated.
3.4. The Parties have agreed that the liability of Nobel Digital for any violations of contractual obligations is limited to the price of the Agreement.

 

4. Intellectual property
4.1. Works carried out by Nobel Digital with respect to the provision of a click-based advertising service are the intellectual property of Nobel Digital in the course of performing and following the termination of the Agreement, unless otherwise set out under the Agreement. Nobel Digital is not required to forward to the Customer any advertising accounts created for the purposes of providing the service.
4.2. If an advertising account which Nobel Digital uses to provide the service belongs to the Customer before the conclusion of the Agreement, Nobel Digital has the right to use a fixed term Agreement with a minimum term of three (3) months when providing the service from the account in question.
4.3. For the account to be transferred to the ownership of the Customer, this must be previously set out under the cooperation agreement and the Customer takes on a fixed term obligation with a minimum term of six (6) months with respect to the provision of the advertising service.
4.4. Nobel Digital and the Customer agree that the documents, information, account and settings used in the creation of the click-based campaign are the intellectual property of Nobel Digital. Forwarding the abovementioned information to a third party in the course of performing or following the expiry of the Agreement is prohibited without the written approval of Nobel Digital.

 

5. Liability
5.1. The number of visitors directed to the website may vary based on the chosen search keywords or search phrases, quality of the landing page, popularity of the service, appeal of the sales offer, and the size of the media budget. Nobel Digital is not liable for outcomes that can be influenced by thirds parties.
5.2. Nobel Digital is not liable if the service cannot be provided, because the Customer has failed to submit necessary information (e.g. access to statistics or accounts, visuals, translations, etc.).
5.3. The Customer is responsible for ensuring that their website can be accessed and is active during the provision of the service, and the Customer is required to notify Nobel Digital of circumstances to the contrary.
5.4. The Parties are liable for any violations of their respective obligations set out under the Agreement or the General Terms and Conditions, which form an integral part of the Agreement, including for the activities of the persons used by the Parties for exercising their rights and performing their obligations, or whom they allow to do that.
5.5. The violation of an obligation is excusable if the Party violated the obligation due to force majeure circumstances. Force majeure means any circumstance which is beyond the reasonable control of a Party and which, at the time the Agreement was entered into, the Party could not have been expected to take into account or avoid, or overcome the impeding circumstance or any consequences thereof.

 

6. Terms of Payment
6.1. The fee amount and the Agreement term have been set out under the terms and conditions of the Agreement. The invoicing period is a calendar month. The fee is divided into equal invoices over the invoicing period. The set-up fee is paid as a single payment.
6.2. Nobel Digital issues invoices to the Customer electronically. On the basis of a written request by the Customer, the invoice is issued in paper format.
6.3. Non-receipt of the invoice does not discharge the Customer from the obligation to pay for the services in a timely manner. If the Customer does not receive an invoice, the Customer must notify Nobel Digital about the non-receipt not later than by the 15th (fifteenth) date of the following calendar month. Where Nobel Digital has not received a notice from the Customer about the non-receipt of an invoice by the 15th (fifteenth)date of the current month, the invoice is deemed as duly received by the Customer and the Customer is deemed to have no complaints with respect to the data set out on the invoice.
6.4. The Customer is required to pay the invoice to the bank account of Nobel Digital not later than by the due date noted on the invoice. The payment term is seven (7) calendar days starting from the issuing of the invoice.
6.5. An invoice is deemed as paid when the entire amount indicated on the invoice has accrued to the bank account of Nobel Digital, and the payment order includes the correct data and reference number of the Customer.
6.6. Nobel Digital can demand default interest payments from the Customer for amounts unpaid by the payment due date. The default interest is calculated starting from the calendar day following the day noted on the invoice as the due date, and the interest rate is 0.2% on the unpaid amount for each day of delay.
6.7. If the Customer disagrees with an invoice submitted by Nobel Digital or agrees with the invoice only partially, the Customer must inform Nobel Digital thereof immediately after receiving the invoice in accordance with clause 8.1 of the General Terms and Conditions, and state the reasons for disagreeing with the invoice. In the event of partial agreement, the Customer pays the accepted portion of the invoice. Nobel Digital reviews the Customer’s application and notifies the Customer of the outcomes of the review within ten (10) days starting from the receipt of the notice. Nobel Digital may set a later due date for the payment of the invoice. If the Customer’s application was not justified, the Customer must pay the invoice together with applicable default interest.
6.8. Nobel Digital has the right to change the service fee of an Agreement conclude for an unspecified term by notifying the Customer thereof at least 30 (thirty) calendar days in advance. As a rule, Nobel Digital reviews the prices of its services twice a year.
6.9. Nobel Digital is not required to transfer funds which were planned for media expenses to the advertising account prior to their accrual.
6.10. If the Customer fails to pay the invoice to Nobel Digital, Nobel Digital can refuse to perform its obligation until the Customer has fully and properly paid to Nobel Digital any and all pecuniary liabilities the Customer has towards Nobel Digital, or to unilaterally terminate the Agreement without providing prior notice if the Customer has not settled its debt to Nobel Digital during the additional term provided therefor.
6.11. Termination of the Agreement by Nobel Digital does not discharge the Customer from the obligation to pay the invoices, which were submitted for services that had already been provided.
6.12. Any additional works are paid for in accordance with agreements that Nobel Digital and the Customer conclude separately on each occasion, or absent an agreement, on the basis of Nobel Digital’s price list.
6.13. The accrued amounts are used firstly to cover expenses borne, secondly to cover default interest payments, thirdly to cover interest payments and lastly to cover the main liability. A liability that has become collectable earlier is settled before a main liability that became collectable later.

 

7. Amendment of the Agreement
7.1. The Agreement may be amended by agreement of the Parties, which has been made in writing or in a format reproducible in writing, or on other bases provided for under the Agreement or by law.
7.2. Nobel Digital may unilaterally amend the General Terms and Conditions or enact new General Terms and Conditions.
7.3. In the case that the existing General Terms and Conditions are amended or new General Terms and Conditions are enacted, Nobel Digital publishes a relevant notification on its website. The abovementioned notification, which pertains to any upcoming amendments to the General Terms and Conditions, and the new complete text of the General Terms and Conditions, or the newly enacted General Terms and Conditions are published on Nobel Digital’s website at least 30 (thirty) days before any amendments to the existing General Terms and Conditions or the new General Terms and Conditions enter into force.
7.4. If the Customer disagrees with any amendments that were made to the existing General Terms and Conditions or disagrees with the new General Terms and Conditions, the Customer can terminate the Agreement by notifying Nobel Digital thereof in accordance with the procedure set out under clause 7.1 within 30 (thirty) days starting from the publication of the notification regarding the entry into force of the amendments or of the new General Terms and Conditions. Termination of the Agreement does not discharge the Customer from the requirement to perform its obligations which had become enforceable prior to the termination of the Agreement, and the General Terms and Conditions remain applicable with respect to the performance of such obligations.
7.5. If the Customer does not terminate the Agreement within 30 (thirty) days starting from the publication of the notification regarding the entry into force of amendments to the General Terms and Conditions or the new General Terms and Conditions, the Customer’s lack of response is deemed as an expression of agreement with the amended General Terms and Conditions or the new General Terms and Conditions, and the Customer has no complaints against Nobel Digital with respect to the amendments to the General Terms and Conditions or the new General Terms and Conditions. As of the date of their entry into force, the amended General Terms and Conditions or the new General Terms and Conditions form an integral part of the Agreement, and are legally binding on the Parties. The validity of earlier provisions and wordings of the General Terms and Conditions is deemed as expired.

 

8. Notices
8.1. Notices, agreements, approvals and other declarations of will are deemed as submitted and delivered in accordance with the Agreement if the declaration of will has been submitted to the other Party orally, in writing, in a format reproducible in writing, or electronically using the contact information set out under the Agreement. An expression of will that is communicated orally is deemed as delivered if Nobel Digital has recorded it.
8.2. If any changes occur with respect to the contact information set out under the Agreement, Nobel Digital notifies the Customer of such changes on its website, which is available at:https://www.nobeldigital.ee.
8.3. The Customer is required to immediately notify Nobel Digital of any changes in its contact information. The Customer can make changes to its contact information by submitting an application which is made in writing or in format reproducible in writing to Nobel Digital’s agency or contact address. In the abovementioned case, changes are made to the contact information not later than within five (5) business days starting from the receipt of the relevant application by Nobel Digital.

 

9. Extension and termination of and withdrawal from the Agreement
9.1. The Agreement terminates if:
9.1.1. the Agreement term expires, and the Customer does not wish to extend the Agreement;
9.1.2. the Parties terminate the Agreement on the basis of a written agreement;
9.1.3. a Customer which is a legal person is dissolved;
9.1.4. a Party terminates the Agreement or withdraws from the Agreement on the basis of written application.
9.2. Nobel Digital has the right to Nobel Digital has the right to terminate the Agreement or to withdraw from the Agreement if the Customer has failed to perform the obligation to submit information (provide access to statistics or accounts, visuals, translations, etc.) as set out under clause 5.3 of the Agreement.
9.3. The Client has the right to terminate the Agreement or to withdraw from the Agreement if the budgets of the sources of financing of the Client are reduced or the financing is interrupted. The Customer is to: To terminate the Agreement, the Customer must inform Nobel Digital thereof at least 30 (thirty) days in advance, and bear any and all expenses relating to the Agreement prior to its termination. The information is submitted in writing or in a form reproducible in writing.
9.4. To terminate the Agreement, the Customer must inform Nobel Digital thereof at least 30 (thirty) days in advance, and bear any and all expenses relating to the Agreement prior to its termination.
9.5. If the basis for the termination of the Agreement arises from the Customer’s violation of clause 5.2 and/or clause 6.3 of the Agreement, Nobel Digital can demand the payment of a contractual penalty upon the termination of the Agreement in the amount of up to 50% of the Agreement’s residual value.
9.6. If the Customer terminates a fixed term Agreement early, Nobel Digital can charge the Customer an early termination fee in an amount corresponding to the residual value of the Agreement.
9.7. If the Customer terminates the Agreement within 14 (fourteen) calendar days of the conclusion the Agreement, Nobel Digital may demand that the Customer perform its contractual obligations to an extent, which corresponds to the amount of one (1) month’s administrative fees.
9.8. Upon termination of or withdrawal from the Agreement by Nobel Digital or the Customer, the following are not subject to recovery:
9.8.1. fees on previously paid invoices;
9.8.2. funds which were transferred to the advertising platform as media expenses;
9.9. Termination and expiry of and withdrawal from the Agreement does not discharge a Party from the requirement to perform its obligations, which became enforceable during the validity of the Agreement, towards the other Party. The Customer must submit the application to terminate the Agreement in writing or in a form reproducible in writing.
9.10. A Party may terminate the Agreement extraordinarily if the other Party is in significant violation of the Agreement, and the violating Party has not eliminated the violation within the reasonable additional term provided by the other Party, by notifying the other Party thereof in writing or in a format reproducible in writing at least 14 (fourteen) days in advance. A significant violation of the Agreement includes, but is not limited to, any arrears of the Customer towards Nobel Digital.
9.11. If the Customer fails to properly perform its contractual payment obligations, Nobel Digital has the right to assign its debt claim against the Customer or to transfer said debt claim to a third party for collection, and to forward any data relating to the debt claim to undertakings authorised by Nobel Digital (e.g. debt collection and credit information undertakings). At the request of Nobel Digital, the Customer must compensate Nobel Digital for the expenses incurred by Nobel Digital and/or a third party with respect to the collection of debt.

 

10. Resolution of disputes
10.1. Disputes between the Parties are resolved by way of negotiations.
10.2. Failing agreement, the dispute is settled in a court of Nobel Digital’s location, i.e. in Harju District Court.

 

11. Final provisions
11.1. This wording of the General Terms and Conditions enters into force on 1 January 2018 and invalidates any preceding General Terms and Conditions of Nobel Digital.
11.2. In matters not regulated under the Agreement and the General Terms and Conditions, the Parties are governed by applicable laws and regulations, and the principles of good faith and reasonableness.
11.3. If a provision of the Agreement and/or the General Terms and Conditions is found to be in conflict with applicable laws and regulations, other provisions of the Agreement and/or the General Terms and Conditions remain unaffected.
11.4. The General Terms and Conditions are available from Nobel Digital’s website at: https://www.nobeldigital.ee/en/agreements

 

Nobel Digital OÜ
Registered office at: Staapli 4, Tallinn 10415
Registry code: 10047161
VAT no.: EE100289268
Bank account no.: EE271010220196163223 AS SEB Pank
Telephone: 630 0300
Website: www.nobeldigital.ee/en
E-mail: info@nobeldigital.ee