Commercial Terms and Conditions

Commercial Terms and Conditions of the Fragile media, s.r.o. company on the Provision of Services  

being in force and effective from 1 January 2017

GENERAL PROVISIONS

1. 1. Fragile, s. r. o. (limited liability company) with registered office at Jankovcova 49, Praha 7,  company identification number 28212797, incorporated in Commercial Register kept at the Municipal Court in Prague, Section C, File 133003 (hereinafter referred to as the “Agency”) is a provider of services in online marketing and advertising and other services as stated at www.fragile.cz.
   2. A Client is a natural person or a legal entity, namely a direct customer (final receiver of services) or an advertising or media agency requesting a service from the Agency.

CONTRACTING OF SERVICES

1. 1. 1. Services may be provided based on an order placed in writing or via email or based on a contract. 
      2. An order shall become binding for the Agency via written confirmation. An email message or other form of electronic message shall also be considered as written confirmation. The commencement of the provision of services is made conditional on meeting the payments or other terms as agreed upon and stated in a contract or order.
      3. An order needs to include the following: Identification number of the Client, Tax identification number of the Client, address of the Client´s registered office, Client´s postal address in case it differs from the address of the registered office, contact person, phone, email, service specification, type of service, period of providing the service and price.
      4. The Client shall need to provide the Agency with all documents needed for the provision of services not later than 5 working days prior to the date of commencement of providing the service. The Client shall be obliged to cooperate with the Agency in any and all ways to ensure the services are duly performed after the date of entering into the contract.
      5. The Agency reserves the right to reject, suspend and/or cancel the provision of services in the following cases:
         1. The documents submitted by the Client are not in conformity with the requirements of the Agency or they are in breach of the Commercial Terms and Conditions.
         2. The documents have not been delivered within 5 working days prior to providing the service.
         3. The Client´s demands are in breach of good morals, ethical rules and/or they endanger the public order.
         4. The demanded service is not in accordance with the rightful interests of the Agency in terms of the quality, form or content.
         5. The Client has been in default of payment of the price amount for the provision of services by the Agency.

PROVISION OF SERVICES

1. 1. The Agency shall be entitled to engage third persons (subcontractors) for the performance of the contract, however, the Agency shall be liable as if the Agency had performed the contract on its own. 
   2. The Agency shall be entitled to proceed without the Client´s instructions when providing the services. The Agency shall, however, be obliged to request the Client´s instructions in the shortest time possible. Until the instructions are provided by the Client, the Agency shall be entitled to suspend the provision of services. The liability of the Agency for damage or non-proprietary losses incurred by the Client shall be excluded, if the Agency has followed the Client´s instructions. 
   3. All copyrights relating to works accomplished as per this contract shall be owned by the Agency. The Agency shall provide the Client with a non-exclusive unassignable license to use the works for the purposes defined in the order. Should the works be used beyond the scope of purpose, then the Agency shall be entitled to a fair remuneration as redress. If the license price is not specified separately in an order or the contract, it is understood that it is part of the price for the provision of services.
   4. The Client shall consent to the publication of the company name, logo, and examples of outputs relating to the Agency´s activities or URL address in Agency´s references or as part of Agency´s promotion activities.
   5. The overall liability of the Agency for damage or non-proprietary losses incurred in relation to the provision of services shall be limited to a sum amounting to twice the cost of the services (excl. VAT). The Agency, however, shall not be liable for the loss or distortion of data, loss of earnings, loss of a business opportunity or any other indirect or subsequent damage.
   6. The right to seek the compensation for damage or non-proprietary loss shall be subject to the statute of limitation within a time period of one (1) year from the day on which the right could have been exercised.
   7. Unless otherwise explicitly agreed, the Agency shall provide the services exclusively to the Client. The Agency shall not be liable for any potential loss incurred by third persons. Should there be any claims relating to the provision of services invoked by third persons, the Client shall be obliged to compensate the Agency for any damage or other loss incurred by the Agency in relation to such claims.

FINANCIAL TERMS AND CONDITIONS

1. 1. The Agency shall be entitled to request a monetary advance or a prepayment. The relevant amount needs to be credited to the Agency account not later than five (5) working days before the services commence to be provided. If the amount is not credited to the Agency account duly and in a timely manner, the Agency shall not be obliged to provide the service.
   2. For payments duly made as per the payment schedule (it is not a tax document pursuant to § 31 VAT Act) being part of the contract, the tax documents (invoices) shall be issued within 14 calendar days from the day on which the payment has been received. The day of the service delivery and the day of taxable supply is considered to be the day of receipt of payment or the last day on which the provision of services terminates under the contract whichever comes first.
   3. In cases pursuant to § 21 Section 8 Act No. 523/1992 Sb. where the contract to provide services was agreed for a period longer than 12 months, the day of service delivery and the day of taxable supply is considered the last day of the 12th calendar month. The invoice as a tax document shall be issued within 14 calendar days from the day of taxable supply.
   4. The payment is considered to be duly made if it was paid in an amount as specified by the relevant contract (order) incl. bank transfer reference (variable symbol) as defined in the relevant contract (order).
   5. The price of services shall be defined excl. VAT. VAT rate as per the legislation in force shall be added to the price of services.
   6. Invoices are payable within 14 days. In the event of payment default thereof, the Agency shall be entitled to require the Client to pay the default interest amounting to 0.005% of the debt for each day of delay.

TERMINATION OF CONTRACT

1. 1. If the Client wishes to cancel an order already placed and a contract already signed, they may terminate the contract with a notice period of two (2) months. The notice period shall run from the first day of the month following the receipt of the notice of termination in writing.
   2. The Agency shall after the termination of the contract (order) discuss with the media the termination of the media costs as per individual business agreements and shall provide to the Client the earliest possible date of termination of the media costs.
   3. Any and all costs or penalties incurred as a result of an early termination of cooperation by the Client shall be covered by the Client. If any of them have been covered by the Agency, the Client shall be obliged to compensate the Agency in full scope without delay. 
   4. In the event of default in payment for the services or other payment or the submission of necessary documents or other cooperation by the Client, the Agency shall be entitled to withdraw from the contract at any time and with immediate effect.
   5. Either contracting party shall be entitled to withdraw from the contract in the event of bankruptcy or impending bankruptcy of the other contracting party, insolvency proceeding against the other contracting party or if the other contracting party is liquidated.
   6. Termination of the contract shall not affect the right of the Agency to the payment of services provided during the contract period. If the contract has been terminated by the Client or for any reasons attributable to the Client and if the Agency has not claimed o be paid for services provided during the contract duration, the Agency shall be entitled to request also the compensation of costs incurred due to the provision of services and the preparation thereof.
   7. Termination of the contract shall not affect the legal force of such provisions which with regard to their nature are supposed to bind the parties also after the contract has terminated.

CLAIMS

1. 1. In the event of a defective provision of services due to reasons on the part of the Agency, the Client shall be entitled within the claim procedure to request a reasonable discount. The Client shall not be entitled to a reasonable discount if he was aware of the defect prior to the provision of service or if he himself caused the service defect fully or partially, e.g. by giving inadequate instructions or by not cooperating.
   2. The Client shall be obliged to make a complaint in writing to the registered office of the Agency or to the Agency´s email (info@fragile.cz). The complaint needs to be filed within 3 days from the day on which the defect was discovered by the Client within due care and not later than 6 months from the service provision. After expiry of either period, the Client shall not be entitled to claim for defective services.
   3. A guarantee period shall be provided for single products and services in accordance with the law. The Agency reserves a time limit of 30 days to make a decision about the claim.
   4. The Client shall be obliged in the event of making a complaint to state the information as follows: Client´s name and if need be the end-user name, service name, order number, time period of the service provision as agreed upon, detailed description of claimed defect.
   5. If a service fails to be provided, it is understood that the defect of service shall be only the failure in providing the service caused by the Agency and lasting for period longer than 24 hours.
   6. The Client shall be obliged to raise any objections against invoices issued within 7 days after the delivery of the invoice in writing to the registered office of the Agency and the uncontested amounts shall remain payable. On expiry of that period, the Client shall not be entitled to claim against defects of invoicing.

FINAL ARRANGEMENTS

1. 1. The Commercial Terms and Conditions shall complement for single products the terms and conditions of the Agency stated under  https://www.fragile.cz/obchodni-podminky/.
   2. The contracting parties undertake to protect any and all facts and information relating to the other party which they shall be informed of or acquire knowledge of during mutual cooperation (confidential information). The contracting parties undertake in particular not to disclose or make possible a disclosure of confidential information to third persons and to use confidential information for themselves or third persons solely and exclusively in order to perform under the contract. This shall not apply in the event of disclosure of confidential information in the essential scope when discharging duties as imposed by legislation or by a public authority and in cases where the confidential information in the essential scope is disclosed to legal, tax or other expert advisors or subcontractors if it is needed for performance of the contract or protection of interests of a contracting party.
   3. The Client shall be entirely liable for the content of any and all documents and their compliance with legal regulations and good morals. If the documents submitted do not comply therewith, the Client shall be liable to the Agency for any and all damage and non-proprietary loss caused. The Client shall also be liable to ensure that the documents submitted are correct and complete.
   4. The Client agrees that statistical data relating to single elements of their internet marketing can be used for further anonymous processing by the Agency. This concerns mainly the data of Google Analytics accounts, PPC systems etc.
   5. It shall be possible to create any amendment to this contract or any agreement deviating from these Commercial Terms and Conditions only in writing. An email message can be used as well.
   6. These Commercial Terms and Conditions are integral parts of the contract concluded by and between the Client and the Agency (more precisely the orders confirmed). In the event of a conflict between the content of contract (more precisely the orders confirmed) and the Commercial Terms and Conditions, the contract (the order confirmed) shall always prevail.
   7. Any and all references in the form of the so called clicks in the text of these Commercial Terms and Conditions shall be among others integral parts of these Commercial Terms and Conditions.
   8. The contractual relationship between the Agency and the Client shall follow the legislation of the Czech Republic. If any specific Contractual arrangements or specific Business terms and conditions have been established for the services, the text of these Commercial Terms and Conditions shall be in subsidiary force.
   9. The Agency shall be entitled to amend the Commercial Terms and Conditions at any time. The Agency shall be obliged to notify the Client thereof not later than 15 days prior to the day on which the amendment should come into effect. The Client shall be entitled to terminate the contract with a notice period of 30 days. The notice of termination needs to be submitted to the Agency not later than on the day preceeding the day on which the amendment should become effective. The Commercial Terms and Conditions in their original form shall be in use until the notice period has expired.
   10. Where the Commercial Terms and Conditions require any action in writing, it shall include an email communication as well.
   11. These Commercial Terms and Conditions shall become effective from the 1st January 2017.