GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF ADVERTISING SERVICES
Pursuant to one or more Purchase Orders (in both the singular and plural “PO”) that incorporate by reference these Baltic Wind Terms and Conditions (“Ts & Cs”), Baltic Wind identified in the PO (“Baltic Wind”, “we”, “us” or “our”) shall perform services for the Client specified in the PO (“Client”). These Ts & Cs, in conjunction with the corresponding PO, shall constitute the “Agreement”. Terms not defined in these Ts & Cs shall have the meaning given to them in the PO.
The Client, which may act on behalf of an agency third party which it represents whether as an agent or otherwise, is nevertheless treated and referred to as “Client” below. Client confirms its understanding and acknowledgement that Baltic Wind’s sole obligation under the Agreement as a provider of Services is to include creative provided by the Client (“Creative”) in the banner or other format identified in the PO on sites where the Baltic Wind places advertising for the period specified in the PO or until any measurable criteria specified in the PO have been met (a “Campaign”). The submission of a signed PO by Client to Baltic Wind is construed as an acceptance of all the rates, terms and conditions under which the Service is sold, delivered and ordered Campaigns are conducted at that time. Any and all modifications to an PO or these Ts & Cs are invalid unless acknowledged and accepted in writing by both Baltic Wind and the Client.
Client agrees that (a) Baltic Wind may display Creative across any appropriate sites selected by Baltic Wind unless specific site(s) are specified for the Campaign in the PO, and (b) daily Campaign activity begins at 00:01 AM CET . Baltic Wind may, at its option, modify the Start Date of a Campaign if the Creative or linking URLs are not delivered on time, there are delays due to 3rd party ad-serving, there is inventory fluctuation or there are any other issues. All rates quoted in an PO, orally, or through written communications are only valid and binding when set out in a signed PO. Baltic Wind reserves the right to change quoted rates at any time.
Delivery Measurement Standards
Subject to paragraph 1.2 above, Baltic Wind will use commercially reasonable efforts to deliver the impressions stated in the PO in accordance with the Agreement and will use commercially reasonable efforts to deliver the impressions starting with the Start Date and ending with the End Date set forth in this PO, and will make commercially reasonable efforts to spread such impressions evenly throughout the period between the Start Date and the End Date unless otherwise agreed with the Client.
Unless otherwise agreed in writing, measurement of Campaigns and invoices issued by Baltic Wind for Campaigns shall be in accordance with measurement and tracking performed by Baltic Wind. Baltic Wind has adopted the IAB’s (Internet Advertising Bureau) methodology for measuring impressions. Using this methodology, Campaign impression commitments will be considered met when the impressions reported by Baltic Wind meet the impression commitment in the PO.
Payment, Credit & Cancellation Terms
All invoices issued by Baltic Wind for Campaigns shall be based on measurements made in accordance with paragraph 2.2 (Delivery Measurement Standards) above.
The Client shall make all payments in advance unless payment in arrears is agreed in writing or credit is approved and Baltic Wind is under no obligation to perform services or commence or continue a Campaign until payment is received. Where Baltic Wind agrees in writing to payment in arrears, the Client shall pay all invoices within 30 days of the date of invoice.
It is the Client’s responsibility to validate all impressions, and/or clicks. The Client must report any discrepancies related to their campaign to Baltic Wind within fifteen (15) days of the occurrence. Baltic Wind is not liable for any discrepancies not reported within this time frame and Client waives all right, title, and intent to dispute payment to Baltic Wind based upon any discrepancy not reported within this time frame. All discrepancies must be reported to Baltic Wind at email@example.com
Either party may cancel a Campaign upon providing 48 hours written notice via email sent by (a) the Client in accordance with sub-paragraph 8 below identifying the relevant PO and PO Number or unique campaign identifier or (b) by Baltic Wind to Client to the Client’s Buyer and/or Billing email address specified in the PO, and in either event the Client shall pay for all impressions delivered up to the modified cancellation date at the CPM rate specified in the PO.
If Client fails to pay overdue invoices for a previous campaign, Baltic Wind reserves the right to immediately terminate any current Campaign.
In the event Client pays with a credit card, Client expressly agrees not to charge back on the relevant credit card account.
All payments must be made in the currency specified in the PO. Client understands and agrees that in no event, and under no circumstance will data provided by any
Baltic Wind representative constitute final billing numbers. Only Invoices mailed directly to Advertisers and Agencies are to be construed as representative of billable amounts.
Client agrees that all Campaign cancellation notices must be submitted by the Client via email to the Baltic Wind email address specified in the PO and must include a CC: to firstname.lastname@example.org. All such notices must be copied to this email address to be considered valid, and Campaign cancellation requests not copied to this address will not be considered valid and the Client will be liable for all payments due.
Baltic Wind agrees to stop a Campaign temporarily (“Pause”) with a written request from the Client. Baltic Wind will accept one (1) Pause request per Campaign and will extend the Pause for a maximum of seven (7) days. If Client does not make further contact with Baltic Wind concerning the Pause following a Pause request, Baltic Wind will automatically restart the Paused Campaign and continue to deliver agreed upon impressions, clicks or leads with the End Date extended by the duration of the Pause. If Client wishes to terminate the Campaign early, Client agrees to abide by the cancellation procedures set forth within these Ts & Cs. Baltic Wind will not accept the Pause period as a part of a Campaign cancellation notice period. If Client cancels a Campaign during a Pause, Client agrees to pay for impressions, clicks or leads at the rate specified in the PO for the cancellation notice period at a daily rate based on the daily averages pertaining prior to Pause.
All advertisements and Creative are subject to Baltic Wind’s approval. Baltic Wind reserves the right to reject, discontinue, or omit any Creative or any part thereof. This right shall not be deemed to have been waived by acceptance or actual use of any Creative. Baltic Wind may reject any Creative that Baltic Wind feels is not in keeping with reasonable standards whether outlined in these Ts & Cs or otherwise. Baltic Wind is not liable for errors in Creative position and/or placement, or typographic errors of any kind.
If Client intends to provide Baltic Wind with Creative via 3rd party tags, Client agrees to provide Baltic Wind with a sample of each and all Creative contained within the 3rd party tags. Failure to do so will be deemed a breach of this Agreement. In the event Baltic Wind’s relationship with proprietors of sites where Creative appears (each a “Publisher”) is damaged or lost as a result of such a breach, the Client shall indemnify Baltic Wind against all losses and damages suffered as a direct or indirect result.
Client will confirm correct function of all Creative. If Client does not notify Baltic Wind of any problem, Baltic Wind will assume that Creative is functioning properly and Client agrees to pay for all impressions and clicks derived from the creative as measured by Baltic Wind. All problems related to creative should be immediately brought to the attention of Client’s Baltic Wind account executive.
Client agrees and understands that if Baltic Wind is requested to retrieve Creative for and on behalf of Client, that Baltic Wind performs this service solely as a courtesy to Client, and as such Baltic Wind will not be liable for any errors, including but not limited to retrieving incorrect Creative. Furthermore, Client agrees to pay for all Campaigns delivered for and on behalf of Client, as defined in the PO, where Baltic Wind was requested to obtain Creative from a location provided by the Client.
Limitation of Liabilities
Baltic Wind shall not have any liability to the Client for lost profits or other consequential, special, indirect or incidental damages, based upon a claim of any type or nature (including, but not limited to, contract, tort, including negligence, warranty or strict liability), even if advised of the possibility of such damages. In any event Baltic Wind’s total obligations and/or liability to the Client under or in connection with an PO shall not exceed the charges payable under the PO in question. Except as expressly set forth in the Agreement, Baltic Wind makes no other warranties to Client and disclaims all warranties of merchantability, fitness for a particular purpose or reasonable skill and care.
Indemnification and Data Protection
The Client represents and warrants that it is authorised to publish the entire contents and subject matter of all Creative, and that it will not infringe the rights of any third party nor any applicable law. Client agrees to indemnify Baltic Wind, its Publishers and their respective affiliates, employees, officers, agents, directors and representatives (“Baltic Wind Indemnified Parties” or “CIP”) against all losses, damages, liabilities, obligations, costs and expenses (including without limitation reasonable legal fees) (collectively “Losses”) relating to any claim, action or proceeding based on or resulting from any allegation (a) that Creative or any part of it, or its inclusion, reproduction or publishing on or in connection with any site infringes the rights of any person or entity or any applicable law, or (b) based on or that would indicate a breach of sub-paragraph 3 below.
The provisions of this paragraph shall survive the termination of this Agreement.
Baltic Wind is not liable for delays in delivery and/or non-delivery of any Campaign or other service in the event of an act of God, action by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labour or material shortage, transportation interruption of any kind, work slow-down, or any condition or event beyond Baltic Wind’s control.
Each party (“Promisee”) has disclosed or may disclose to the other party (“Promisor”) information relating to Promisor’s business (including, without limitation, where Promisee is Baltic Wind, data and other information pertaining to publisher sites, affiliates and vendors), all of which to the extent previously, presently or subsequently disclosed to the Promisor is “Proprietary Information.” Proprietary Information does not include information that Promisor can show:
is or becomes (through no improper action or inaction of each party or its Representatives (as defined below) in the public domain,
was in its possession or known by it without restriction prior to receipt from the Promisee, or becomes available to the Promisor from a source other than the Promisee or its Representatives having no obligation of confidentiality. “Representatives,” when used with respect to either party, means that party’s affiliates, agents, officers, directors, consultants and employees.
Promisor agree to hold Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions each party employs with respect to its most confidential materials), not to make any use whatsoever at any time of such Proprietary Information, except for the purpose of performing its obligations or exercising rights under the Agreement, not to copy any Proprietary Information for any purpose whatsoever without written permission from the Promisee, and not to divulge any Proprietary Information or any information derived therefrom to any third party or employee, except those of Promisor’s employees who have a legitimate “need to know” and are bound in writing to the restrictions herein. The Promisor will be responsible for a breach of this Agreement by any of its Representatives. The
Promisor shall promptly notify the Promisee upon discovery of any unauthorised use or disclosure of Proprietary Information and will cooperate with the Promisor in every reasonable way to help regain possession of such Proprietary Information and prevent its future unauthorised use.
Baltic Wind has contractual relationships with some Publishers. With the exception of reasonably documented, pre-existing relationships with direct publishers or networks, Client agrees not to solicit, induce, recruit or encourage, directly or indirectly, any publisher that the Client knows, or has reason to know, is a contracted publisher for the purpose of offering to such publisher products or services that compete with those of Baltic Wind, including, without limitation, the placement or hosting of advertising in any form without the express, written consent of Baltic Wind. Client understands that in the event of a breach of the forgoing representations by Client, Baltic Wind shall be entitled to injunctive or other equitable relief as a remedy therefor. Any such relief awarded shall be in addition to any appropriate relief which may be awarded in the form of monetary damages, and Baltic Wind shall be entitled to monetary damages to the fullest permitted under applicable law. The foregoing remedy is a material, bargained for basis of this agreement and has been taken into account in each party’s decision to enter into this Agreement.
Choice of Law and Venue
It is agreed that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be exclusively governed by the laws of Estonia.
The Agreement, including the PO, comprised the entire agreement between the parties relating to their subject-matter, and may not be amended or modified except by a writing acknowledged and accepted by both parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. In the event that any of the provisions included herein are held to be unenforceable, the remaining portions of the Agreement will remain in full force and effect. Save where specified otherwise in these Ts & Cs, any notice required or permitted by the Agreement shall be made by personal delivery or email to the address specified in the PO (where the recipient is the Client) or to Baltic Wind, Narva mnt 5 10117 Tallin, Estonia where the recipient is Baltic Wind.
Failure of either party to require strict performance by the other party of any provision shall not affect the first party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
Public Relations, Press Releases and Marketing Activity
Client agrees that it is willing to collaborate with press releases and/or be mentioned as a client of Baltic Wind in statements made by Baltic Wind through its own and others’ media outlets. If Client is unwilling to participate in PR and Marketing activity, please let us know in writing by email to email@example.com
Client hereby authorises Baltic Wind to promote and distribute the Campaign via any electronic media as Baltic Wind in its discretion deems appropriate to meet the requirements specified in the PO. Client agrees to allow and/or assist Baltic Wind to alter, resize, or otherwise modify Creative as necessary for distribution through such electronic media.
GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF EVENT SERVICES
In pursuance of these terms and conditions, BalticWind OÜ is referred to as “Baltic Wind” and its client, which refers to any physical or legal person that signs an agreement or purchase order with Baltic Wind with a view to organise an event (“the event”) of any nature (except for dances, balls and such), for its
own account or that of a third-party is referred to as “Client”.
Baltic Wind and the Client undertake to comply with these general terms and conditions for the provision of venue(s) and services (hereinafter referred to as “the general terms and conditions”), which are applicable to any provision of space and/or the provision of service by Baltic Wind to the Client.
Any agreement signed between Baltic Wind and the Client involves the unconditional compliance of the latter with these general terms and conditions, with the exception of the possible general terms and conditions of the Client in the context of the execution of this agreement.
Procedures to place an order
The Client is required to specify the name, nature and exact purpose of the event, its dates, timings and the occupation of venue, the level and approximate number of participants, the name(s) of speaker(s), the type of content of the event (political, etc.), requirements in terms of rooms and the duration of use with setting up and dismantling, the arrangement of the room, the requirements in terms of equipment and technical services, as well as those in terms of catering, and not change the same. The request provided to Baltic Wind will also mention the billing address and the VAT or business number.
Baltic Wind is essentially committed to ethical principles, fundamental rights and basic values of the European Union and thus expressly reserves the right to refuse to sign an agreement with any Client or for any event that does not respect these principles, rights and values (the following are provided for information purposes only and do not constitute an exhaustive list: extremist parties, Clients promoting hate, violence as well as the tobacco industry and the companies of which more than 50% income comes from the sales of weapons as defined in the annual report of Stockholm Peace Research Institute – SIPRI).
Baltic Wind is entitled to refuse to enter into an agreement or immediately terminate an agreement signed with a Client, without any compensation, if the event constitutes or threats to constitute a breach of peace, good character and security.
Baltic Wind can ask the Client to enlist the services of one or more security officers for events that would require special security measures. The charges for the same will be borne by the Client.
In view of provided specifications, Baltic Wind sends the Client an estimate for the provision of chosen venue and the provision of services. The prices of this estimate are exclusive of VAT.
The Client can, under no circumstances, transfer the benefit of the estimate without the express and written consent of Baltic Wind.
The estimate is valid for the duration stated therein.
The order will be considered final only after the Client sends a signed Purchase Order to Baltic Wind, along with these terms and conditions, and the payment of the advance stated in point 1.4 upon receipt of the invoice.
Obligations of the Client concerning the event
The Client undertakes to take all measures to guarantee, under its own responsibility, the compliance with these contractual elements.
If the event is subject to one or more authorisation(s), the Client will alone be responsible for the same and must directly make the required declarations. In the event of refusal by the competent administration, Baltic Wind can, under no circumstances, be held liable for the same.
Baltic Wind provides the Client with the following documents:
The agreement or purchase order, consisting of the elements of the estimate and appendices, if any, and these general terms and conditions.
Price – terms of payment
The Client will bear all the possible taxes and duties resulting from its activities.
An advance representing 50% – 80% of the price of the agreement will be invoiced and payable upon the signature of the purchase order. The balance as well as any other possible additional payment will be invoiced after the event and is payable in 7 days after receiving of the invoice.
If the advance is not paid at least 7 days before the event, Baltic Wind is entitled to automatically terminate the agreement after a formal notice to pay sent to the Client receives no response for a period of 2 working days. In this case, the total amount of the event is automatically payable by the Client.
Any invoice that is not paid on its due date automatically entails the payment of administrative charges of €40 and an interest rate of 0.02% per day.
Cancellation /modification of the agreement
Any cancellation of the event by the Client should be notified to Baltic Wind in writing. The cancellation of a reservation by the Client comes to 100% of the value of the signed offer if it takes place within 21 days before the event. It comes to 50% of the value of the signed offer if the cancellation takes place more than 21 days before the event.
3. Responsibilities and obligations of the Client
The Client must comply with all the laws in force, mainly the possible rules that fight against noise pollution. The Client will take care of the provided premises properly.
Baltic Wind can, in no way, be held liable for any equipment delivered to the venue by the Client in the absence of a Baltic Wind representative.
The number of persons simultaneously allowed at the venue cannot exceed the maximum authorized capacity of the venue.
It is prohibited to smoke or use any illegal substances in the premises where the event is organized.
Any use of a flammable material (streamers, garlands, candles, barbecue, etc.) should be authorized beforehand by Baltic Wind.
The Client undertakes to immediately inform Baltic Wind about any damage that it or somebody, for which it is answerable (staff, guests, suppliers), may have caused to the venue and equipment provided by Baltic Wind. Failing the same, the Client will automatically be held financially responsible for any damage and/or any additional problems resulting from the absence or delay of the notification.
After the event ends, the premises should be completely vacated by the Client so Baltic Wind can restore them to their original condition (removal of any equipment brought in, boxes, cartons, dustbins, packaging and miscellaneous waste, etc.).
The price of the venue services includes a normal cleaning. If additional cleaning like special floor treatments and other specific treatments is required after use to remove certain stains, they are paid for by the Client and the cost for the same will be invoiced to it.
4. Commitments and responsibilities of Baltic Wind
The services of Baltic Wind are limited to the provision of venue and event services.
Baltic Wind cannot be held liable for damage, theft or loss of goods that belong to the Client or to third-parties, whose work was not provisioned by Baltic Wind, and accepts no responsibility in the event of an accident caused by the Client or third-parties, whose work was not provisioned by Baltic Wind.
Baltic Wind undertakes to take all the necessary measures to ensure the proper running of the event, without, however, it being held responsible for unforeseen circumstances, cases of force majeure or events brought about by third-parties.
However, even in the latter cases, Baltic Wind will endeavor to look for solutions to overcome any encountered difficulty.
The Client cannot claim any compensation if the modification of the event is brought on by a case of force majeure or reasons related to the safety of the participants.
Moreover, Baltic Wind should not be confused with any third party service-providers commissioned separately by the Client to provide services or goods during the event who have, with respect to any client, their own general terms and conditions as well as the responsibilities specific to their activity in pursuance of the statutes governing them, their national legislation or international conventions instituting, among other provisions, a limitation of responsibilities. Thus, Baltic Wind cannot be held liable for the failures of third party service provides commissioned separately by the Client to provide services or goods during the event who may cancel or change a service for technical reasons.
Baltic Wind accepts no responsibility for damages of any kind (theft, deterioration, etc.) affecting property of any nature (personal effects, equipment, etc.) brought by the Client, its suppliers and/or participants, irrespective of the place where the property is kept (cloakroom, private rooms, etc.).
Baltic Wind will not be held responsible if these general terms and conditions are not complied with insofar as the non-compliance with these conditions is due to a case of force majeure, mainly but not limited to, a fire, storm, explosion, flooding or natural catastrophe, a government decision, shortage of goods, strike, interruption of transport, an accident or road, rail, air or marine incident, or adverse weather conditions for outdoor events as well as damage, failure or delay on account of one or more service-providers, blocking of telecommunications, blocking of the Internet, etc.
In these situations, the Client will still be required to make the total payment for the service. Nevertheless, the Client can obtain, before the event, an “operation cancellation” insurance from an insurance company of its choice covering the financial losses and/or additional charges that remain payable by the insured party, following one of the events stated in this article.
5. General provisions
For references and promotion, Baltic Wind is authorised to reproduce or distribute all or a part of the data of the event on its website or on any other communication medium that it may use. It will mainly include the corporate name of the client or the brand name of the client, the client’s logo or brand, photos and videos, and written and audio testimonials.
Baltic Wind undertakes to not sell, share or disclose the nominative personal data of the Client to third-parties outside its own use. The Client has the right to access and update its nominative personal data as well as the right to request the same to be deleted. The Client can exercise its right to access or rectify by sending an email to Baltic Wind at firstname.lastname@example.org or by sending a letter to: Narva mnt 5 10117, Tallinn Estonia
Any complaint, to be deemed valid, must be sent in writing to Baltic Wind’s head-office not later than eight days after the organisation of the event mentioning the problems to explain the complaint.
In case of dispute as regards the interpretation or the execution of this agreement, the English-speaking courts of Tallinn shall alone be competent to hear the same. The applicable law is the Estonian law.