This document and all appendices, addenda, and any other written agreements, constitute the entire Service Agreement (Agreement) between the parties. The Agreement is entered into by the Parties for the purpose of the Provider to market products and services in China or provide any other related services on behalf of the Customer. The Agreement covers any service described in this document or any other service that the Provider agrees to perform through any written agreement between the parties, hereunder but not limited to email communication and presentation and acceptance of invoices. Any appendices, addenda or written communication, will become part of this Agreement. In the event of inconsistencies, the subsequent Appendices or Addenda shall prevail.
2. Responsibilities and Nature of the Agreement
The parties agree to make their best effort to provide services and share information that is required in order for the Provider to establish and run successful campaigns in China. The approach is collaborative, and dates and detailed content of services may be adjusted along the way.
Provider is responsible for:
- Timely and transparent communication with Customer regarding progresses and challenges.
- Recommend contents, channels, schedules, and spending. Identify, establish, and operate marketing channel(s) for Customer. Execute promotion and brand campaign(s).
- Summarize and deliver reports of performance and costs.
Customer is responsible for:
- Providing generic marketing materials and product information and updates timely in English or Chinese.
- Making timely decisions on operation and marketing activities.
- Allocating resources and a budget that sufficiently supports the activities in China.
- Adhering to content guidelines provided by the selected channel.
3. Fee Structure and Payment terms
The fee structure for the services pursuant to this Agreement may be fixed monthly payments for access to the software platform adchina.io, subscription to a set of services, or based on time and material spent to provide the services, including purchase of ad space or channel access in China. All prices listed in proposals or elsewhere are VAT exclusive.
Fees will be invoiced as follows:
Fixed fees – Upfront; 1st of the month or 1st day of annual term
Ad campaign spending – Upfront; Prior to campaign start
Hourly based consulting – Arrears; Last day of the month
Ad hoc, one-time costs – Upfront; prior to start of project
Agreement will take effect upon signature of a written agreement or upon completion of an online purchase transaction. Standard payments terms are Net 14 days, but services will commence upon receipt of payment unless other terms have been agreed to by the Provider. The timing of invoicing may be adjusted to accommodate Customer’s internal processing time and an efficient operation of ad campaigns.
4. Contract Terms, Renewal, and Termination
These Terms and Conditions are valid until terminated in writing by either party, but will be in effect for at least as long as services are provided to Customer. Individual services and payment plans may have special terms that cannot be terminated prior the end of the service or payment plan. Such terms will be clearly stated at the time of purchase and take effect upon order acceptance of such services.
5. Cancellation and Refunds
Any order may be cancelled up until the point when the first payment has been made to (any of) the selected ad channel(s). After this point, service plans may be terminated in writing with a 30 day notice unless otherwise noted at the time of purchase. Such service plan terms will be clearly stated in written agreements or on the website.
No paid amount is refundable except for unspent funds allocated to ongoing ad campaigns. Payments for the minimum ad spend required by channels, platform access, setup fees, or other services, are not refundable.
6. Limited Liability
Total liability is limited to the accumulated amount spent over the past 30 days on the specific service or channel that is the cause of the liability claim. Parties to this agreement commit to a timely, amicable and constructive resolution to any dispute, and replacement services may be offered in lieu of any fiduciary claim. The parties have the right to use this engagement as a reference engagement including company/organization names. The parties have the right to review the contract on a periodic basis. This Agreement is binding when both Parties have signed.
7. Disputes and arbitration
In case of any disputes, the parties commit to engage in an effort to resolve any issues and negotiate a solution that is amicable and do not cause the parties any harm or legal expenses that exceeds the transaction amounts covered under this agreement. Liabilities, including legal expenses, are limited as described in paragraph 6. This agreement is governed and interpreted under the laws of Norway.
Parties to this agreement shall comply with all applicable laws, regulations, codes and sanctions relating to its operations, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including GoDigitalChina’s Code of Business Conduct, which is available on GoDigitalChina’s website at www.godigitalchina.com. The parties agrees that in connection with this agreement, it has not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other thing of value, whether directly or indirectly, to any third party. The parties shall without undue delay report any suspected infringements of this clause to the other party.