ROI Hunter – the company ROI Hunter a.s., Id.No: 03103048, with its registered seat at MiladyHorákové 1957/13, Brno, ZIP code 602 00, incorporated in the Companies register kept by Regional Court in Brno, file number B 7312 – the entity which supplies or provides the Services.
the Client –means a natural or legal person, who orders the Services from ROI Hunter.
the Parties – theparties means ROI Hunter and the Client.
the Ad Account - means predefined account registered with ROI Hunter and associated with the ad account(s) of the Facebook.
the Ads Content – means any and all information and files that the Client posts on Facebook by means of using the Services.
the Advertising Spend (also Ad Spend) - means all charges payable by the Client for the advertising conducted with respect to an Ad account in Facebook and regardless of whether the Client conducted advertising campaigns using the Service or not.
the Affiliate – means an entity, which is a subsidiary or a parent company of or under common control with the Party (esp. Business Factory s.r.o., Id.No. 28356624, with its registered seat at MiladyMiladyHorákové 1957/13, Brno, ZIP code 602 00, incorporated in the Companies register kept by Regional Court in Brno, file number C 63427)
the Facebook- means all advertising platforms in Facebook’s ecosystem including but not limited to Facebook, Instagram, Messenger and Atlas.
the Facebook Terms – means any and all terms and conditions including policies, procedures and/or guidelines on Facebook from time to time and currently published on https://www.facebook.com/terms.php
the Partial contract– means contractual arrangements between ROI Hunter and the Client towards provision of concrete services. The Parties understand the Partial contract as the Sales Order Form confirmed by the Parties, i.e. sent by the first Party and accepted by the second Party.
the Platform– means ROI Hunter’s Facebook social ads API tool, a technical application, which is used to provide the Services.
the Professional Onboarding Programme - means a programme of a scope andduration agreed in the Partial contract organised and managed by ROI Hunter with the objective of setup of Facebook infrastructure and Facebook performance campaigns for the Client based on best practices of Facebook advertising.
the Sales Order Form– means an offer to conclusion of a Partial Contract made by the Client. The Sales Order Form contains identification of the Client, incl. bank details, contact person of the Client for purposes of providing of ROI Hunter‘s services, further conditions of services providing as period of providing, specification of services, inclusion of Professional Onboarding and its eventual fee, expected amount of resources invested into advertising campaign, incl. remuneration, payment method of resources to providing of services and other information required to services providing.
the Service– means the web based features and services included in Platform that enable the Client to manage, optimize and publish advertising campaigns on Facebook at scale together with any support provided by ROI Hunter team.
the Terms and Conditions (“TaC”) – means these terms and condition applicable to the use of the Service. ROI Hunter may update and modify TaC from time to time and by continuing to use the Service after having been informed the Client. The Client accepts the modification and the revised TaC shall enter into force after 30 days have elapsed from the notice of revised TaC. The Client may be noticed via email and/or by publishing on the website https://www.roihunter.com
the Unlimited Self-Serve Version - means the subscription service that entitles the Client to use Platform to its full extent under ROI Hunter terms and conditions.
the Website- means technology of ROI Hunter located at app.roihunter.com
- The Service
- The Service consists of SaaS (“Software as a service”) advertising tools and documentation provided by ROI Hunter and used by the Client via Internet. The Services can be used to create, manage and optimize the Client’s advertising campaigns on the Facebook.
- ROI Hunter’s Service operates between the Client and Facebook platform on which the advertising campaigns are being conducted, and it is the responsibility of the Client to provide that the output and results of the Service meet Client's expectations and requirements.
- ROI Hunter grants to the Client a non-exclusive, non-transferable limited right to access and use the Service, against due payment of the agreed fees, solely in connection with the registered predefined Ad Accounts in Facebook.
- The Service is subject to a 14 days trial period, during which the Service is provided free of charge if not otherwise specified between the Parties. The trial period starts on the first day the Service is used by the Client. The Client's right to use the Service shall automatically continue after expiry of the trial period unless the Client notifies ROI Hunter in writing and before the expiry of the trial period that it does not wish to continue to use the Service after the trial period. In the absence of such written notice, the Client's right to use the Service shall continue after the trial period for an indefinite period until terminated in accordance with Section 7 below; or for a definite period if the Parties agreed so in the Partial contract. The use of the Service after the trial period is subject to the fees set forth in Section 4 below. Except for an obligation to pay fees pursuant to Section 4, these TaC shall apply also during the trial period.
- Rights and obligations of the Parties
- The Client is required to have an Ad Account on the Facebook. The Client may add new Ad Accounts to the Service.
- The Client shall register Ad Accounts and sign up to the Facebook in connection with which the Client wishes to use the Service.
- The Client is obliged to pay the remuneration according to conditions of these TaC and/or the Partial Contract within the due date.
- The Client is responsible for how the Client uses the Service and for achieving the intended goals and results of Client’s advertising campaigns.
- The Client is responsible for complying with all laws and regulations applicable to Client’s advertising campaigns conducted using the Service. The Client is required and responsible for complying his acting in accordance with the Facebook Terms.
- The Client is obliged to verify factual accuracy of commercial communication in advertising materials, the Client is obliged to verify that the content of advertising materials shall not contravene rules of law – especially it shall not contravene rules of competition and unfair competition protection (e.g. misleading advertising, inadmissible comparative advertising etc.) shall not contravene rules of personality rights and/or intellectual property right of ROI Hunter or third parties.
- The Client shall not i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; ii) access all or any part of the Service in order to build a product or service or feature which competes with the Service; iii) attempt to obtain, or assist third parties in obtaining, unauthorised access to the Service; iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any unauthorised third party; or v) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the ROI Hunter Software (except and only to the extent any foregoing restriction is prohibited by applicable law).
- The ROI Hunter is obliged to provide the Services to the Client on the base of the Sales Order Form.
- ROI Hunter shall confirm Client’s registration and the Ad Account in due course after having received the registration.
- ROI Hunter is entitled to produce the Services as it deems appropriate. The Service and Facebook is constantly evolving and the features and availability of the Service may change without notice. ROI Hunter will endeavour to inform the Client of any substantial changes in the Service on its website at roihunter.com or through the Service (in application, chat, in support centre or by email).
- ROI Hunter shall have the right, in its sole discretion, to review, reject or remove any Ads Content transmitted by the use of the Platform.
- ROI Hunter reserves the right to suspend, discontinue or restrict access to any portion of the Services at any time and for any reason and will not be liable to the Client in any way for possible consequences of the aforesaid. ROI Hunter shall inform the Client about any of aforesaid action well in advance.
- Defects which are applied by the Client properly, in a written form and on-time is ROI Hunter obliged to remove at the earliest possible time.
- ROI Hunter is entitled to suspend the Services providing in case of Client’s delay with payment of remuneration for the Services.
- ROI Hunter is entitled to use Client’s name and logo as a reference for advertising purposes.
- ROI Hunter is entitled to change the working methods, hardware, data communication links, software, user interface or other system components used in the providing the Services.
- Professional Onboarding Programme
- If the Parties agreed so in the Partial contract, the Professional Onboarding Programme is a part of the Service.
- A scope of the Professional Onboarding Programme will be agreed in the Sales Partial contract and may contain for example:
- check-up and setup of infrastructure
- help with setup of Facebook Ad Account and Campaigns
- assist with campaigns running and optimize performance
- If the Professional Onboarding Programme is a part of the Services in any form and scope the Client is obliged to:
- Commit to a test budged of minimum EUR 10.000,- for the period of Professional Onboarding.
- Provide ROI Hunter with historical performance of Client’s previous campaigns (“Benchmark”) as a base to setup KPIs.
- Provide ROI Hunter with all necessary access to Facebook Ad Account, Google Analytics and Client’s website if these are required to setup Client’s infrastructure.
- Provide ROI Hunter with creative work that is needed to run static banner campaigns on Facebook or Dynamic Creative Optimisation
- The fee for Professional Onboarding Programme is stated in the Sales Order Form. The fee is payable upon conclusion of the Partial Contract. The duty of the Professional Onboarding Programme’s fee remains regardless on the trial period governed by Section 1, Par. 4.
- Remuneration, fees
- The Client is obliged to pay ROI Hunter the fee for using of the Service.
- The fees are agreed upon in the Partial contract or in any amendment.
- The fee shall be calculated and invoiced after each calendar month based on the actual Ad Spend.
- The minimum monthly fee is agreed by the Parties in the Partial contract. The minimum monthly fee shall use unless the fees for using of the Service exceed the amount of the minimum monthly fee.
- For the first month of use the minimum monthly fee or the fee for using of the Service (whichever is higher)is charged if Client’s free trial period according to Section 1, Par. 4 had expired before end of the calendar month and the Client continued to use the Service after such trial period.
- If the relationship between the Parties is terminated as described hereinafter in Section 7, for the last month of use, at least a monthly minimum fee is charged if the relationship had terminated before end of the calendar month.
- ROI Hunter may change the fees from time to time upon 30 days prior notice. The change shall not affect the fees for invoicing periods commenced before the effective date of the change. In case of a price change the Client shall be entitled to terminate the Service to end on the effective date of the price change by notifying ROI Hunter thereof in writing at least 14 days before the effective date of the change.
- The fees are VAT e VAT shall be charged in accordance with the law in a legal amount. The price including VAT shall be stated in a tax document (an invoice). The tax documents (invoices) are due within 21 days from issuing the invoice. The payment shall be settled by a transfer to ROI Hunter’s bank account specified in the Sales Order Form and/or in every issued invoice. The entire invoicing shall be realized in EUR or other currency if the Parties agreed so.
- In case of the Client’s delay in settling payments for remunerationROI Hunter reserves the right to terminate the Client’s right to use the Service with immediate effectand the Client is obliged to pay the contractual penalty 0,05% for each day of delay with payment.
- Responsibility, limitation of liability
- The Client warrants that any Ads Content submitted by the Client by means of the Platform complies with these TaC and all applicable laws, codes and good advertising practices. All ads managed via the Platform must be fully compatible with Facebook Terms and especially Facebook Advertising Guidelines. The Client is obliged to acknowledge such terms and guidelines.
- The Client is responsible for damage arising frompublishing of Advertising campaign, its content or communication to ROI Hunter or to third persons.
- The Client undertakes not to use the Service for unlawful purposes or against the terms and policies applicable to Facebook in which the advertising campaigns are conducted. The client also undertakes to comply with ROI Hunter’s reasonable directions and requests related to the Service. In the case the Client grants its subcontractors and/or end-customer an access to the Service, such subcontractors and/or end-customers shall be considered equivalent to the Client for the purposes of these TaC and the Client shall be responsible for the actions and omissions of such subcontractor or/and end-customers as well as their compliance with this Agreement.
- ROI Hunter endeavours to make commercially reasonable efforts to provide that the Service will be available for use on 24/7 basis excluding temporary maintenance, updating or repair breaks. ROI Hunter does not assume any liability for usage interruptions or breaks, but it endeavours to inform the Client of the breaks whenever reasonably possible. ROI Hunter does not warrant that the Service will be uninterrupted or error-free. However, ROI Hunter agrees to use commercially reasonably efforts to be at Client's disposal in order to support the Client and to correct any material error or deficiency in the Service.
- The warranty does not cover errors or deficiencies attributable to (a) changes to the Service made by the Client which have not been approved by ROI Hunter in writing; (b) use of the Service contrary to these TaC, or the written instructions given by ROI Hunter; (c) use of the service contrary to the Facebook terms and policies; (d) disturbances or interruptions in the Service due to data network; or (e) a service or product not supplied by ROI Hunter or other similar reason outside of the Service.
- The Client acknowledges that the use of the Service is dependent on Facebook in which Client's advertising campaigns are carried out and that the actions of the Client and third party data providers may also affect the use of the Service. ROI Hunter does not accept any liability for the operation and function of any third party products and services or actions or omissions of any third party including but not limited to the third party data providers, Client or Facebook or any third parties who operate in Facebook in which Client's advertising campaigns are carried out.
- ROI Hunter is not liable for any delay in performance of its obligations under this Agreement caused by circumstances that were not reasonably foreseeable by ROI Hunter at the time of entering into this Agreement and the effects which could not reasonably be avoided or overcome, including but not limited to reduced or disrupted access to Facebook, disruption or delay in external networks or Internet connections or shortage in power supply. ROI Hunter shall not in any case be liable to the Client for any lost profits or other con-sequential, special, indirect, or incidental damage arising out of or in connection with this Agreement or use of ROI Hunter, even if it has been notified the possibility of such damage, and regardless of the legal theory on which any such damage may be based.
- ROI Hunter is not liablefor any errors, costs, loss and disclosure of or related to Ads Content or other information or data not being transferred to or published on Facebook or caused by malfunction in a transfer facility.
- The Client is responsible for fulfilling of requirements of Personal data processing towards persons targeted by the Services of the Client. The Parties use the Personal data to target the Services provided by ROI Hunter to the Client. The Client is solely responsible for any breach or damage arising from Personal data processing of persons targeted by the Services.
- To the extent allowed by law, ROI Hunter does not haveany other responsibility or liability for the Service. The Service is provided “as is” and “as available” and ROI Hunter expressly disclaims all other express or implied warranties, including but not limited the warranties of merchantability, non-infringement, correctness and fitness for a particular purpose.
- ROI Hunter’s total aggregate liability under this agreement may not in any calendar year starting from the day the Client started using the Service exceed an amount equal to the aggregate amount of fees received by ROI Hunter from the Client under these TaC use during the twelve (12) months preceding the event giving rise to such liability.
- Protection of information, confidentiality
- In fulfilling the obligation resulting from the Partial contract, between the Client and ROI Hunter may occur the exchange of information that is considered confidential. Confidential information includes, but is not limited to, all information provided between the Parties which is subject to business secrets according to Sec. 504 of Act No. 89/2012 Coll., The Civil Code.
- The Parties consider the information referred to in Section 6, Par. 1 as confidential, also all the information that becomes known to the Parties in negotiating the conclusion of the Partial contract, in provision of the Services and in connection therewith, and undertake to preserve confidentiality even after termination of the contractual relationship between the Parties. The Parties are not entitled to disclose this information to third parties without the prior written consent of the other Party and are obliged to protect them from disclosure or communication to any third party in any manner whatsoever.
An exception to this obligation is:
- the obligation to disclose information and data if so provided by applicable law (even in such a case a Party is required to ensure that information and data are only communicated to the necessary extent)
- provision of information and data to the company Business Factory s.r.o. with ties to ROI Hunter. This company and persons acting on behalf of her are obliged to preserve the confidentiality of the information at the same extent as the Parties.
- Notwithstanding the confidentiality provisions, ROI Hunter may collect, analyze, and use aggregated, de-identified technical data and related information from client’s account (such as product or feature usage, device metrics/metadata etc.) to facilitate market research and analysis, quality control, product development/improvement and to provide support and maintenance services. ROI Hunter may use, store, or disclose such information or material derived from such information, as long as it is in a form that does not identify or is not attributable to any individual or company.
- Each party shall promptly upon termination of the Service (or when the party no longer needs the material or information in question for the purposes of the Service) cease using confidential material and information received from the other party and, unless the parties separately agree on destruction of such material, return the material in question (including all copies thereof). Each party shall, however, be entitled to retain the copies required by law or regulations and ROI Hunter may use information in the connection with the clause 5.3.
- The confidentiality and non-use obligations set out herein will remain in force for five (5) years from the disclosure of each respective confidential material and/or information.
- If any Party verifiably breaches the obligation under Section 6, Par. 2 and 4 the other Party is entitled to claim payment of a contractual penalty of 100.000,‑CZK (in words one hundred thousand Czech crowns) for each breach of duty. The obligated party is obliged to pay the contractual penalty within 15 days of receipt of a written request for payment of a contractual penalty. The payment of a contractual penalty shall not affect the right of eligible Party to compensations of damages.
- Establishment and termination of a contractual relationship
- The Partial contract is based on the Client’s written Sales Order Form signed by the Client delivered to ROI Hunter with specific terms and condition for the provision of the Services, and acceptance of the Sales Order Form by ROI Hunter. The ROI Hunter’s acceptance which contains a disagreement with any of the condition listed the Sales Order Form and/or a draft of different terms shall not be considered as acceptance but shall be considered as a new proposal.
- The Parties agree that the delivery of the Sales Order Form and the acceptance may also be effected by email. The email shall contain a scanned document signed by an authorized representative. The Client is obliged to send the signed Sales Order Form in written form to the ROI Hunter’s address within 3 days of delivery of the email (acceptance of the Sales Order Form by ROI Hunter). In case that the Partial contract does not take place in the abovementioned manner, the Parties agree that the Partial contract is created tacitly on the date of the first provision of the Service by ROI Hunter under the terms and conditions stated in the Sales Order Form sent by ROI Hunter to the Client or reversely. In case the Client does not send the signed Sales Order Form within 3 days of delivery of the email ROI Hunter is entitled to terminate the Partial contract immediately without notice.
- The Partial contract may be also terminated by:
- the withdrawal of a Party if the other Party seriously infringes its obligation under these TaC or the Partial contract (in the sense of Sec. 2002 of Act No. 89/2012 Sb., the Civil Code), the other Party is declared bankruptcy or entered into liquidation. The withdrawal shall be in writing. The Client’s outstanding debts to ROI Hunter are due on the first work day following the delivery of the withdrawal to the Client if ROI Hunter does not specify a later date.
- the termination notice of a Party, even without giving any reason, with a 2 months’ notice period starting on the first day of the month following the delivery of the notice. The Client is obliged to pay ROI Hunter the remuneration for the provided services until the expiration of the notice period.
- the agreement of the Parties.
- Upon termination for any reason, no paid fees will be returned by ROI Hunter, and the Client is obliged to pay the fees past due at the effective date of such termination. In case the agreed fees are not fully paid or the obligations set out herein are not otherwise followed by the Client, ROI Hunter has rights as defined in Section 4, Par. 9.
- Arbitration clause
- The Parties herein agree, as enabled by the Act No. 216/1994 Coll., that any and all property disputes, whichmay arise in the future out of the relationship between the Parties, the Partial contracts and these TaC in terms of reason and amount and/or in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamger of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court.
- Final provisions
- In case of any provision of these TaC to be or become obsolete, ineffective or invalid, it shall not result in nullity or ineffectiveness of these TaC as a whole.
- Headings in these TaC are for convenience of reference only and shall in no way affect interpretation of rights and obligation in relationship between the Parties.
- Neither party may assign its rights and obligations arise from relationship between the Parties without other party’s prior written consent. Parties shall, however, be entitled to assign its rights and obligations arise from relationship between the Parties in whole or in part to its Affiliates, esp. Business Factory s.r.o., and in the connection with merger or acquisition process including but not limited to transfer of business or any other corporate transaction or restructuring.
- Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under the relationship between the Parties during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must promptly provide the other Party with written notice of the proved Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure.
- The Client agrees and acknowledges that the title and all intellectual property rights in and to the Service and any data, documentation, images and/or ROI Hunter Software related thereto are owned and remain vested in ROI Hunter or a third party (such as ROI Hunter’s partner). No intellectual property rights shall be transferred pursuant these TaC.
- In case the Client comments the Service or provides suggestions for improving the Service, the Client agrees that all such comments, suggestions and ideas thereof will be fully assigned to ROI Hunter and hence ROI Hunter shall own all rights to use and incorporate them into the Service.
- Rightsand obligations not covered by these TaC shall follow the Act No. 89/2012 Coll., Civil Code, the Act No. 40/1995 Coll., on Advertising Regulation as amended. The TaC, as well as the Partial contracts, are governed by the law of the Czech Republic, excluding conflict in standards that wouldafter to the use of foreign law. In the event of any dispute between the Parties arising out of these TaC and the Partial contracts, the Parties undertake to make the greatest possible effort that may be required to reach an amicable settlement by agreement of the Parties.
- All changes and amendments to the Partial contract shall be made in a written form, unless the Parties agree otherwise. The Parties declare that their mutual communication shall take place through authorized persons and/or elected representatives. Concrete persons shall be designated in the Partial contract. The Parties agree that the communication shall also take place electronically, by electronic mail to the addresses of the authorized persons and/or the elected representatives designated in the Partial contract. Documents in electronic from can be delivered by e-mail.
- The TaC shall become valid and effective on 1.7.2018 and its wording is available on the public part of ROI Hunter’s website (roihunter.com/terms-of-use)