Offer to enter into an Advertising Agreement
version is valid from 1st of April, 2020

Tallinn, Estonia

Smart City OÜ, incorporated under the laws of Estonia, hereinafter referred to as «Us», «We», «Smart City» hereby offers to you, a legal entity, a private entrepreneur or a natural person hereinafter referred to as «You» or «Customer» to enter into an agreement on terms specified below. If you familiarized yourself with the terms and wither do not understand them, fully or in part, or do not accept them entirely, please do not accept the offer.

1. DEFINITIONS

«Agreement» means the Agreement to provide You with the advertisement services according to the Orders You place with Us.

«Geotargeting» means the User's location when the Promo Materials, Promo Links are shown to the User and when the User is encouraged to take Target Actions.

«Insertion order» (IO) - means the Your request for advertising services with connected subject and time period (for promo campaign). Can be accessed via Your Personal account in the System.

«System» means a digital system that records actions of the Parties, counts statistics of advertising services, Target Actions.

«Promo Link» means the link to Promo Materials, web page, mobile application and any other similar advertising items determined by You.

«Promo Materials» means information about the Customer and/or its goods (services) in a textual, graphic or another format that can be viewed by the User.

«Resource» means the information display channel available to the User: a web page, a mobile application, data for obtaining messages via communications networks, etc. in which We or Our contractors arrange for placement of the Promo Materials, Promo Links and/or arranges for search for Users, taking by the Users of any actions related to advertising services, without posting of Promo Materials.

«Official website» - our official website at www.leadgid.eu.

«Offer» means this document, an offer to enter into an Agreement.

«Target Action («Lead»)» means the specific action of the User. The fact of the Lead is determined by means of Control Pixels integrated in web pages of the websites chosen by the Customer. Characteristics and conditions of Leads are determined by the Parties in the Order.

«User» means an individual who examines the Promo Materials, Promo Links and is encouraged to take Target Actions.

«Party» - We or You.

2. SUBJECT OF THE AGREEMENT. ACCEPTANCE OF THE OFFER

2.1. Advertising services providing hereunder are the following:

2.1.1. search for Users and encouragement them to take Target Actions;

2.1.2. placement of the Your Promo Materials in Resources;

2.1.3. placement of the Customer's Promo Links in Resources;

2.1.4. other advertising services determined in the Order.

2.2. A stipulated list of services provided under the Agreement shall be contained in the Order.

2.3. The transfer of Promo Materials/Promo Links by You to Us and Us providing You advertising services shall be the counter-obligations of the Parties.

2.4. The specific list of services that are provided under the Agreement is determined in the IO.

2.5. We do not have to conclude an Agreement with each Customer. The rules of the Insertion order (IO) apply to the relationship of the Parties from the moment of You completing and submitting an IO to Us. The Parties assume contractual rights and obligations only We approve the IO You submitted.

2.6. Before submitting the IO, You must read the text of this Advertising agreement offer. Filing an IO means that You have read the offer and the terms of the Advertisement agreement and have sent Us the offer to conclude the Agreement. We reserve the right to revise and alter the Offer and the terms of the Agreement unilaterally by publishing the revised version on Our Official website. Changes made apply to the Agreement between the Parties and all approved IOs within 5 (five) Business days from the date of publishing an amended Offer. Pending Your disagreement with newly published Offer You are to inform Us in writing by submitting a written statement of withdrawal from the Agreement to Our address as specified below.

2.7. You have the right to specify in the IO the provisions of the Advertising agreement that You would like to change (including to exclude or add) and to offer its version of such provisions to Us.

2.8. The IO must be made in writing and signed by You. If the IO is executed in electronic form, it must be signed by Your reinforced qualified electronic signature. The authority of Your representative signing the IO must be documented.

2.9. The deadline for reviewing the IO is determined by Us independently but is in no event greater than 20 (twenty) business days.

2.10. The decision is communicated to Customers via email and/or a phone call and /or message in the System. We are not required to disclose reasons for decisions regarding the IO, and Our refusal in no way prohibits You to submit a new IO. A positive decision to enter into the Agreement is valid for three months from the moment of its acceptance, and during this period, You can join the System and start working with it. After the specified period expires You cannot enter into the Agreement and must submit a new request.

2.11. The Agreement comes into force from the moment the Customer receives Our positive decision to conclude the Agreement. From the date of entry into force of the Agreement all negotiations and correspondence of the Parties to it that took place in relation to the Agreement, but other than confidentiality agreements and requests are no longer valid.

3. IMPLEMENTATION

3.1. IO Details. Each IO forwarded by You will specify: (a) the Volume and pricing model; (b) the Unit price; (c) the maximum amount of money to be spent; (d) the Commencement Date and End date of the campaign; and (e) the identification of the Parties. Other items that may be included are, but are not limited to, reporting requirements, any special Creative delivery scheduling and specifications concerning ownership of data collected. Revisions to confirmed IOs can be made and acknowledged in the System.

4. PROMO MATERIALS AND PROMO LINKS

4.1. You shall submit Promo Materials to Us in electronic form at least within 5 Business days prior to start of the promo campaign. We are an information intermediary during the placement, and We do not acquire any intellectual property rights for Promo Materials. All such rights are reserved to You.

4.2. We shall, within 3 Business days, verify the Promo Materials and notify You if any defects are found. If no such notice was giver, it is deemed that We verified the Promo Materials and they are acceptable for a placement. Notwithstanding the foregoing, We may notify You of defects in Promo Materials during the effective period of the promo campaign. You shall then modify the Promo Materials within 2 Business days from receipt of Our notice of defects in the Promo Materials.

4.3. The procedure for transfer, detection of defects and replacement of the Promo Link is similar to the one described in Clauses 4.1 above, except for the period Your modification of the Promo Link, which is 1 Business day.

4.4. You shall not modify Promo Materials and Promo Links during the placement.

4.5. By entering into an Agreement You represent to Us that, as of the Agreement date, You are not aware of any violation of intellectual property rights in Promo Materials and that You have all rights to use the Promo Materials upon Agreement conditions.

5. PERSONAL DATA OF USERS

5.1. The execution of the Agreement does not require Us to process personal data of Users, as defined by the GDPR. In case you process User’s personal data, it rests with You to obtain prior consent of Users for such processing.

5.2. You are aware that such consent is to be collected for any action or set of actions performed with personal data, including collection, recording, systematization, accumulation, storage, clarification (update, change), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data, transfer of personal data to the archives.

6. USE OF THE SYSTEM

6.1. Within 5 Business days from the date of the Agreement entering into force We grant You access to the System. You are to install Control Pixels into the Internet pages agreed upon by Parties and maintain their operation during the advertisement campaign, if such a service is detailed in the Order. The code of the Control Pixel is provided by Us. You are to inform Us of the inoperability or the absence of a Control Pixel immediately upon discovery.

6.2. If the determination of quality of a Target Action is dependent on Your actions and/or depends on the information already in Your possession and neither Party can automatically track Target Actions in effect, You are to confirm to Us within 1 Business day that such Target Actions are fulfilled with due quality.

6.3. Forbidden conduct. Regardless of limitations imposed by the Order, the services are not to be rendered:

6.4. Be mindful that actions taken via Your Personal Account after authorization are considered to be taken by You. You are not to allow third persons any data to access Your Personal Account, not to grant access to the Personal Account, and not to allow use of Your Personal Account after authorization.

7. PRICES AND SETTLEMENT

7.1. The prices for services under the Agreement shall be determined in the Order. The volume of provided services is determined in the System. You may calculate the volume of provided services too, and in case of discrepancy in statistics, the System data shall prevail.

7.2. We shall issue the invoices for the services every month. The invoices shall be issued in electronic form. You are to pay for the services rendered within 5 days from the receipt of the invoice.

7.3. The payments hereunder shall be made via wire transfers. Bank charges in Your country shall be paid by You and those in Our country shall be paid by Us.

7.4. Estimation of the volume of services rendered depends on actions of the User, the technical specifics of methods used to record User actions in Internet, Your approval/rejection of services rendered, based on which the volume of services as recorded by the System may vary at the end of the term of the Agreement.

7.5. All settlements under the Agreement shall be done in Euro. In case the amount of remuneration is determined in a foreign currency, the rate of the Central Bank of Estonia established for the payment date shall apply.

8. LIABILITY OF PARTIES

8.1. If Your payment is delayed You shall pay Us the penalty of 0.1% of the outstanding amount per day. We reserve the right to suspend performance of the Agreement if You delay with payment for more than 3 days and/or if the Control Pixel is malfunctioning/absent. If non-payment continues and/or if the Control Pixel is malfunctioning/absent for more than 7 days, We have the right to cease rendering the service altogether, provided a notice of non-payment was sent to You.

8.2. If the third persons (Users, state bodies etc.) file a claims against Party for violation of applicable laws, that resulted from actions of the other Party, whereby material penalties were imposed on the Party and/or on its officers (if applicable), the other Party is to reimburse immediately to the Party such material losses in the amount, that was charged from the Party that sustained losses.

8.3. The Parties are obliged to indemnify each other against losses, to the extent of direct damage and/or sustained losses. The Parties are not obliged to indemnify each other against loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever (except when Control Pixel is modified/non-operating/not made available).

8.4. Notwithstanding the provisions of the Agreement, Our liability is limited to the amount received by payment received from You hereunder.

8.5. In case of involving of third parties to providing of services We are is responsible for their actions as if they were Our own.

8.6. We reserve the right to suspend performance of the Agreement if You delay the payment for more than three days and/or if the Control Pixel is malfunctioning/absent.

8.7. We are not in any way of form liable for specific results of using the data received from Us in accordance with the Agreement, or for ensuing of consequences of You using the User data.

9. DISPUTE RESOLUTION

9.1. If no consent is reached on a disputable issue under the presumed Agreement, the Party which considers that its rights are violated shall send to the other Party written claim, on which the latter is obliged to respond within 10 (ten) days from the claim receipt date.

9.2. If the Parties fail to resolve the dispute via written claim, any dispute, controversy or claim which may arise out of or in connection with this Agreement, or the execution, breach, termination or invalidity thereof, shall be settled Arbitration Institute of the Estonia Chamber of Commerce in accordance with its arbitration rules. The arbitral tribunal shall be composed of a sole arbitrator. The seat of arbitration shall be Tallinn. The language to be used in the arbitral proceedings shall be English except if the Parties are agreed to use Estonian.

10. CONFIDENTIALITY

10.1. The Parties hereby agree that in receiving Confidential Information pursuant to this Agreement, it shall

  1. use the Confidential Information only to fulfil its obligations pursuant to this Agreement;
  2. treat all Confidential Information of the disclosing party as secret and confidential and shall not copy or disclose any such Confidential Information to any third party;
  3. not, without the written consent of the disclosing party, disclose the Confidential Information or any part of it to any person except to the receiving party’s directors, employees, parent company, subsidiaries or agreed subcontractors, who need access to such Confidential Information for use in connection with the Services and who are bound by appropriate confidentiality and non-use obligations; and
  4. comply promptly with any written request from the disclosing party to destroy or return any of the disclosing party’s Confidential Information (and all copies, summaries and extracts of such Confidential Information) then in the receiving party’s power or possession.

11. PRIVACY

11.1. You agree to comply with all applicable privacy laws and Our Privacy Policy available at Our Official Website. We reserve the right to occasionally update this Privacy Policy. All revisions will be posted to the Official Website.

12. FORCE MAJEURE

12.1. The Parties are released from the liability for partial of full non-fulfillment of the obligations under the Agreement, if it was a result of force majeure circumstances. Force majeure circumstances include insurmountable circumstances, not allowing one of the Parties to properly fulfill their obligations under the Contract, including (but not limited) decrees of state power and control authorities, civil disturbances, strikes, natural events, catastrophes and other Acts of God. If a force majeure circumstance prevents one of the Parties from observing of the terms of the present Contract in full or in part, the Party, announcing force majeure, shall notify the other Party in writing immediately after the occurrence of the force majeure circumstance.

12.2. In this case the obligations of the Parties, directly connected to the force majeure circumstance, shall be ceased for the period of force majeure and elimination of its subsequences. If a force majeure situation lasts for 1 month and longer, any of the Parties has the right to unilaterally refuse execution of the present Contract through notifying of the other Party about that in writing. In this case payments under the Contract shall be fulfilled in accordance with the actual volume of rendered services.

13. Term of the Agreement

13.1. The agreement is valid for five years from the date of the last authorization of the Customer is in the System.

13.2. Each Party is entitled to terminate the Agreement unilaterally, having notified the other Party in writing not less than before 30 days.

13.3. Termination of the Agreement discharges obligations of the Parties hereunder, except not performed ones to the moment of termination.

14. GENERAL

14.1. This Agreement and all documents relating to it are executed in English. All documents relating to the Agreement are executed delivered electronically, unless otherwise expressly required be applicable laws or the Agreement.

14.2. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Estonia.

14.3. The Parties shall promptly notify each other in writing regarding their detail amendments. Fulfillment of obligation by either Party according to last disclosed details of the counterparty is considered valid.

14.4. Rights and obligations of either Party under the Agreement cannot be transferred to other persons without written consent of the other Party. The Contractor can involve the third parties to the performance hereof.

14.5. If the electronic document is to signed by both Parties the Parties may exchange identical text files signed by respective Parties’ authorized persons.

14.6. Electronic documents are considered delivered:

14.6.1. regarding e-mails – on the date of the message being sent out provided that no notification of delivery error is received from telecommunication operator within 24 hours of that date;

14.6.2. regarding messages sent via messengers and sms – the hour of sending the message provided that no notification of delivery error is received from telecommunication operator within 24 hours of that date;

14.6.3. regarding messages sent via the System (including via the Personal Account) – at the moment of delivery confirmation.

14.7. Time of Estonia is applied to electronic communications between the Parties.

14.8. The negotiations and correspondence of the Parties thereon, which have taken place with respect to the Agreement are not valid from the moment of Agreement coming into force.

14.9. Waiver. No waiver of any of the provisions of this Agreement shall be valid unless in writing signed by the Party against which the waiver is sought to be enforced. No waiver by either party of any breach of or failure of performance shall be deemed a waiver as to any subsequent breach or failure of performance, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure of a Party to enforce any provision or to exercise any right or remedy shall not constitute a waiver of such Party’s rights or the other Party’s obligations.

14.10. You may at your discretion enter into separate written agreements with us regarding subject-matter set by this Offer. In this case all matters and terms not covered explicitly by this Offer and the implied Agreement will be regulated by said written agreements. In case of any discrepancy between the Offer and the implied Agreement and the written agreement on the subject-matter stated above, the terms of the written agreement will prevail. If Parties already have a written agreement on stated subject-matter in place prior to You accepting this Offer, the written agreement prevails.


Contact details:

Smart City OÜ,
Address: Laeva 2, Tallinn 10111, Estonia



Annex №1 to the Advertising agreement