These General Terms and Condition (hereinafter the “GTC”) are issued by , Id. No. 051 54 928, with its registered office at Donska 1554/12, Prague 101 00, Czech Republic, registered in the Commercial Register kept by Municipal Court in Prague, Section C, File 259018 (hereinafter “ConvertingTeam.com”) for its business partners entering into a contractual relationship with ConvertingTeam.com as entrepreneurs (hereinafter individually the “Partner”), who expressly agree to comply with these GTC.
The Partner hereby declares that it has become acquainted in detail with the GTC and that by registering itself at the ConvertingTeam.com portal (hereinafter the “Registration”), it expressed its agreement with the GTC, agrees to comply with them in any event and is aware of the fact that, by virtue of the Registration and subject to the ConvertingTeam.com’s acceptance, the Partner enters into a contractual relationship and concludes a co-operation agreement with the ConvertingTeam.com (hereinafter the “Co-operation Agreement”).
Unless these GTC state otherwise, by sending off a duly filled registration form, the Partner sends the ConvertingTeam.com an offer to conclude the Co-operation Agreement. The Partner shall be entitled to send the offer to conclude the Co-operation Agreement to the ConvertingTeam.com by other means. The Partner hereby declares, that the data filled in the offer to conclude the Co-operation Agreement are of true and actual nature.
The Co-operation Agreement shall be concluded by an acceptance of Partner’s offer performed by the ConvertingTeam.com. The offer shall be deemed accepted by a delivery of ConvertingTeam.com’s acceptance to the registration e-mail address of the Partner or any other respective address of the Partner; to avoid any doubts, the ConvertingTeam.com shall be entitled, in any case, not to accept Partner’s offer to conclude the Co-operation Agreement, irrespective of whether or not the Registration has already been made.
The business co-operation between the ConvertingTeam.com and the Partner consists of an obligation of the Partner to promote online marketing products of the ConvertingTeam.com’s clients (“hereinafter “Offer”) by means specified under these GTC and of an obligation of the ConvertingTeam.com to pay the Partner a commission for its services pursuant to the terms and in the amount specified in Art. 5 of these GTC and any additional arrangements made between of the parties.
The ConvertingTeam.com operates a software solution, that shall enable the Partner to select Offers submitted by the clients of the ConvertingTeam.com to the network and then to promote selected Offer online. The Partner hereby acknowledges, that it shall be deemed a propagator of the advertisement within the meaning of Section 1 par. 7 of the Act No. 40/1995 Coll., on Advertising Regulations, as amended, while the ConvertingTeam.com just operates a software solution, that enables the Partner to submit for an online promotion of the Offer.
The ConvertingTeam.com and the Partner shall contact each other prior to the first performance provided hereunder (e.g. website traffic sending, contacting a third party, etc.).
The Partner shall not make any information obtained from the ConvertingTeam.com within the co-operation accessible to a third party if the nature of such information clearly indicates that it has the nature of business secrets or know-how, and/or that it has certain value for the ConvertingTeam.com, or if, in view of its nature, disclosure of such information to third parties could impair justified interests of the ConvertingTeam.com. To avoid any doubt, it shall hold that confidential information does not include information that is publicly known or otherwise available.
The Partner agrees to comply with its obligation set out in Art. 3.1 GTC even after termination of the Co-operation Agreement.
All Partner’s representations addressed to the ConvertingTeam.com within the duration of the Co-operation Agreement shall be performed truthfully and the Partner shall act honestly and in compliance with good morals.
Within the duration of the Co-operation Agreement, the Partner agrees to comply with valid and effective legal regulations under all circumstances and represents that it enjoys full legal capacity. Where necessary for the activities of the Partner, the latter also represents that it holds the necessary licenses, permits or other authorisations following from valid and effective legal regulations.
The Partner is strictly prohibited to:
abuse any third party copyright, trademarks or name
free-riding on the reputation of any third party
use incent traffic
use any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the links or the generation of commissions
use automated means to increase the number of clicks through the links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud
dissemination of unsolicited bulk E-mail, Instant Messages, Chatroom, Newsgroup or any other forms of SPAM
use any means of misleading advertising, misleading labeling of any goods or Services presented by the Partner
use any other practices, which may be considered as a breach to the rights on consumers‘ protection
Misleading, cheating or attempting to mislead/cheat/defraud/ bring into disrepute ConvertingTeam.com, its contractors or any third party in any way
Providing incorrect or incomplete account information and hijacking traffic
Violating or infringing any rights of any person or entity, including without limitation, any copyrights, trademark rights, patent rights, rights of publicity, privacy rights or any other intellectual, personal or property right violation or infringement
The Partner shall in any event refrain from:
generating and/or publishing self-created (fake) reviews or endorsements
generating and/or publishing reviews or endorsements from parties with whom Partner has a material connection
requesting persons or parties to provide a review or an endorsement in return for compensation or discount
removing negative reviews without giving notice of such removal
not identifying sponsored reviews as such
making any misrepresentations or publish misleading information
The Partner hereby declares, that:
any content visible or otherwise available on portals, websites or in other electronic environment owned or operated by the Partner that is used in the co-operation pursuant to the Co-operation Agreement (hereinafter the” Web Content”), shall not contain any elements that are not complaint with valid and effective legal regulations or good morals, these GTC and other instructions of the ConvertingTeam.com, by which the Partner shall be bound, including but not limited not containing any elements that infringe on third-party trademarks, patents or copyright or otherwise infringes on third-party rights where the Web Content is used during the co-operation. Especially it shall:
use the personal data and contact details of the persons addressed in accordance with the valid and effective legal regulations, where the Partner shall use them within the duration of the Co-operation Agreement;
perform the Promotion to be compliant with the valid and effective legal regulations, these GTC and other instructions of the ConvertingTeam.com, by which the Partner shall be bound
The Partner hereby undertakes and accepts to indemnify ConvertingTeam.com from all and any damages, fines, or other costs, which may arise from its breach of legal regulations or these GTC.
The Partner agrees that:
If the Partner breaches any of its obligation under this article „Obligations of the Partner“ ConvertingTeam.com is entitled to terminate all of Partner´s accounts, and ConvertingTeam.com terminate any cooperation with Partner.
The Partner shall perform marketing or similar activities in accordance with the Co-operation agreement and the ConvertingTeam.com’s instructions, promoting Offers, as defined above, theirs promotion the Partner submitted to (hereinafter the “Promotion”), particularly by means of:
sending out e-mails or other communications to third parties whose consent the Partner has obtained;
placing a banner on Partner’s Web Content;
putting references on Partner’s Web Content or;
other similar manner of performing Promotion in accordance with the ConvertingTeam.com justified interests and in compliance with valid and effective legal regulations, these GTC and other arrangement between the contracting parties.
The ConvertingTeam.com shall pay a commission to the Partner for provision of its services upon the Co-operation Agreement (hereinafter the “Commission”) in amount pursuant to this article.
The Commission shall be payable based on the Insertion Order (hereinafter the “IO”) in which ConvertingTeam.com and Partner agrees on terms of pay-outs and Commission. If there is no IO between both parties, the Commission shall be payable twice a month, specifically 1st payment for period starting 1st day and ending 15th day in the month and 2nd payment for period starting 16th day and ending last day in the month. The pay-out of the Commission shall be processed by ConvertingTeam.com 1st working day after the end of every period.
The Commission shall be paid in each case based on an "Invoice credit note" generated in the ConvertingTeam platform by the ConvertingTeam.com. This "Invoice credit note" shall be available for download in Partner's interface of the platform and shall be the main document, based on which the Partner shall issue an invoice in its books.
The Commission shall be paid either by wire transfer or through one of the following payment service providers: PayPal or Skrill.
The Partner shall enter its bank (optionally PayPal or Skrill) account details necessary to perform the wire transfer (domestic or international) and, furthermore the invoicing details as defined in Art. 22.214.171.124, no later than on the date of commencement of the co-operation.
The invoicing details shall include: indication whether a natural or legal person is involved and, furthermore: company name/name and surname, registered office/address of residence (street, city/town, country), indication whether the Partner is a registered VAT payer and, if so, its assigned VAT number.
Should the invoicing detail not be entered correctly or with all the requested details, the pay-out cannot be processed.
If the amount of monthly commission exceeds USD 100 or its equivalent the Partner shall be entitled to pay-out of its Commission in defined terms. Should the amount of monthly Commission not exceed USD 100 or its equivalent, the right for pay-out of the Partner's Commission is postponed to the month in which total of un-paid Partner's Commission exceeds 100 USD.
Should the amount of the right for the pay-out be in the range 100 - 500 USD or its equivalent, the Commission shall be paid through PayPal or Skrill account. Should the amount of the right for the pay-out be above 500 USD or its equivalent, the Commission shall be paid by wire transfer.
All bank and non-bank fees incurred in connection with the payment of the Commission shall be paid in a share mode, where each party shall pay its own bank and other payment service provider fees. Where a share mode is not available, the fees incurred in connection with the payment of the Commission shall be borne by the Partner. The ConvertingTeam.com shall not be held liable for any bank or non-bank fees incurred in connection with the payment of the Commission on the part of the Partner, the latter’s bank or payment service provider, or any other entity involved in the payment of the Commission within the meaning of this article.
The fee shall be paid in EUR currency, unless the contracting parties agree otherwise. The Partner may contact its ConvertingTeam.com manager to agree on different currency for fee pay-outs.
The ConvertingTeam.com shall bear no responsibility for activities or any other conduct of the Partner regarding the co-operation, and the Partner agrees with this.
The ConvertingTeam.com shall bear no liability for any event where the relevant performance cannot be provided under the terms of the co-operation due to technical or other reasons caused by force majeure or some other cause independent of the ConvertingTeam.com’s will (e.g. failure to complete a task due to non-functional hyperlink, server downtime etc.) and the Partner agrees with this.
The ConvertingTeam.com shall be entitled not to pay the Commission to the Partner pursuant to Art 6.4 in case of breach of these GTC, in particular if the Partner uses one of the prohibited methods of Promotion in the co-operation. In that case, the Partner acknowledges and agrees that its entitlement to the Commission terminates.
The Partner shall be liable for any damage caused as a result of unsuitable conduct during the co-operation (e.g. the use of prohibited methods of Promotion, the statement of untrue information, causing harm to the good reputation of the ConvertingTeam.com etc.). Rights, obligations and claims of the contracting parties arising out of the co-operation under the Co-operation Agreement and relating to damage or compensation for damage shall be governed by the laws of the Czech Republic.
Prohibited methods of Promotion with the co-operation include, in particular the use of materials not approved by the ConvertingTeam.com (landing pages, banners, e-mails etc.), incentive traffic and sending unsolicited messages. The ConvertingTeam.com shall be entitled to assess each individual case to determine whether it involves the use of prohibited method of Promotion.
The ConvertingTeam.com shall be entitled to perform random inspections of compliance with the Partner’s obligations within the meaning of these GTC or further agreement between the Partner and the ConvertingTeam.com.
In the event of the delivery of an average of more than 50 FTDs a day, the ConvertingTeam.com online marketing network can be made available to a partner through an API. In the event of the realisation of direct access for a partner to the ConvertingTeam.com online marketing network through an API, the following applies:
The ConvertingTeam.com and the Partner agree that the mutual communication shall take place primarily by electronic means (e.g. by e-mail, messenger applications, etc.) and agree that such communication shall be deemed communication in a written form for the purposes of maintaining the form of juridical acts.
The ConvertingTeam.com and the Partner agree to communicate with each other, provide each other with all the information necessary for proper performance of their obligations, and notify each other of any change in their identification details. The Partner shall inform the ConvertingTeam.com of all the decisive facts that are fundamental for the ConvertingTeam.com in order to assess the suitability of continued co-operation under this Co-operation Agreement (e.g. imminent insolvency of the Partner, inability to pay debts, withdrawal of a licence etc.).
The parties enter into mutual the Co-operation Agreement for an indefinite term. The Co-operation Agreement shall be terminated on the basis of a mutual agreement of the parties as of the date agreed by the parties.
The ConvertingTeam.com shall be entitled to terminate the Co-operation Agreement without stating a reason, with an immediate effect, as of a date specified by the ConvertingTeam.com in the termination notice; in that case, the termination of co-operation will have legal implications equivalent to withdrawal from a contract or agreement.
Any provision of the IO that governs i) the duration of the contractual relationship; or ii) the manner in which the contractual relationship between ConvertingTeam.com and the Partner is terminated is decisive in the event of a conflict with these GTC.
The rights and obligations of the parties not provided for in these GTC shall be governed by the laws of the Czech Republic without its rules of conflict of laws.
The Partner and the ConvertingTeam.com shall resolve any and all disputes arising out of the Co-operation Agreement primarily through amicable settlement.
If not resolved amicably, any and all disputes arising out of the Co-operation Agreement shall be finally settled by the ordinary courts of the Czech Republic, unless a choice of a local jurisdiction is excluded by special provisions of the Czech laws.
If any provision of these GTC proves to be or becomes invalid or unenforceable, such circumstance shall have no effect on the other provisions hereof, unless implied otherwise by the mandatory provisions of law.
Each party undertakes within undue delay, but no later than within two (2) days from the change of its contact details (particularly an address or an e-mail address), to inform the other party of such change in writing or via e-mail. In case any of the parties breaches this obligation, any notification delivered to the lastly confirmed address shall be deemed as delivered by third (3.) day from its placement with the post office (written notification) or by third (3.) day from its dispatch (e-mail notification).
The Partner shall not be entitled to assign any receivables from the ConvertingTeam.co to third parties.
The ConvertingTeam.com shall be entitled to change or amend these GTC at any time; the new version of these GTC shall become effective as of the date set out by the ConvertingTeam.com, however on the delivery of the new version of the GTC at the earliest.
In case of any discrepancies between these GTC and an agreement made in writing (also within the meaning of Art. 7.1 GTC) between the ConvertingTeam.com and the Partner, the written agreement shall prevail.
These GTC are valid and effective as of 1 st of November 2019.