Marketing Intelligence – means the company Marketing Intelligence s. r. o., Id. Nr.: 09546529, with its registered seat at Milady Horákové 1957/13, Brno, ZIP code 602 00, incorporated in the Companies register kept by Regional Court in Brno, file number C 119525 – the entity which supplies or provides the Service
the Client – means a natural or legal person, who orders the Service from Marketing Intelligence
the Party (or together the Parties) – means Marketing Intelligence or the Client, together Marketing Intelligence and the Client.
the Ad Account(s) – means predefined account(s) registered with Marketing Intelligence and associated with the ad account(s) of the Channels.
the Ads Content – means any and all information and files that the Client posts on the Channels by means of using the Service.
the Advertising Spend (also the Ad Spend) – means any and all charges payable by the Client for the advertising conducted with respect to the Ad Account on the Channels 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. E-commerce Academy s.r.o., Id. Nr.: 07759592, Revoluční 762/13, Praha, ZIP code 110 00, incorporated in the Companies register kept by Municipal Court in Praha, file number C 307184).
the Channels – means the Facebook, the Google or any other advertising platform as defined in this T&C.
the Channel Terms – means the Facebook Terms and the Google Terms as defined in this T&C.
the Facebook – means any and 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 of the Facebook from time to time and currently published on https://www.facebook.com/terms.php.
the Facebook Ads Guide – means any and all requirements such as but not limited to dimensions, file sizes and character limits for advertisements in each and all formats and for each and all placements from time to time and currently published on https://www.facebook.com/business/ads-guide.
the Google – means any and all advertising platforms in Google’s ecosystem including but not limited to Google, YouTube
the Google Terms – means any and all terms and conditions including policies, procedures and/or guidelines of the Google from time to time and currently published on https://www.google.com/ads/terms.pdf.
the Partial Contract – means contractual arrangements between Marketing Intelligence 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 and signed by an authorized representative of each Party.
the Personal Data – means data as defined by the General Data Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union and the European Economic Area and/or any and all local legislations.
the Platform – means all Marketing Intelligence’s tools, technical applications and consultancy which are used to provide the Service.
the Implementation – means a program of a scope and duration agreed in the Partial Contract organised and managed by Marketing& Intelligence with the objective of setup of the Client’s infrastructure and the service for the Client based on best practices known to Marketing Intelligence.
the Sales Order Form – means an offer to a conclusion of the Partial Contract made by the Client. The Sales Order Form contains an identification of the Client, including but not limited to the Client’s bank details, contact person of the Client for purposes of providing of the Service, further conditions of the Service providing including but not limited to the period of providing, the specification of the Service, the inclusion of Implementation and its eventual fee, the valid Marketing Intelligence remuneration scheme, the payment method of resources to providing of the Service and other information required to the Service providing.
the Service – means the access to MarketingIntelligence platform including web-based features and services (such as consultancy, analytics, etc. as agreed in the Sales Order Form) included in the Platform that enable the Client to manage, optimize and analyze data from advertising campaigns on the Client´s Channels at scale together with any support provided by Marketing Intelligence.
the Terms and Conditions (also T&C) – means these terms and conditions applicable to the use of the Service
1. The Service
1.1 The Service consists of SaaS (“Software as a Service”) tools and documentation provided by Marketing Intelligence and used by the Client via Internet. The Service can be used to analyze and manage the Client’s data from advertising campaigns on the Channels.
1.2. The Service operates between the Client and the Channels 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 the Client’s expectations and requirements.
1.3. Marketing Intelligence grants to the Client a non-exclusive, non-transferable limited right to access and use the Service, against due payment of the agreed fees.
2. Rights and obligations of the Parties
2.1. The Client shall grant access to relevant analytics services of Client´s Channels with which the Client wishes to use the Service.
2.2. The Client is obliged to pay the remuneration according to this T&Cs and/or the Partial Contract within the due date.gb v vvbvvbn
2.3. The Client is responsible for how the Client uses the Service and for achieving the intended goals and results of using the Service.
2.4. The Client is responsible for complying with all laws and regulations. The Client is required and responsible for complying with his acting in accordance with the Channel Terms.
2.5. 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 any and all 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 and all unauthorised third parties; or (v) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Platform (except and only to the extent any foregoing restriction is prohibited by applicable law).
2.6. Marketing Intelligence is obliged to provide the Service to the Client on the base of the Sales Order Form.
2.7. Marketing Intelligence shall confirm the Client’s registration and the connection of Client´s Channels analytics in due course after having received the registration.
2.8. Marketing Intelligence is entitled to produce the Service as it deems appropriate. The Service and the Channels are constantly evolving and the features and availability of the Service may change without notice. Marketing Intelligence will endeavour to inform the Client of any substantial changes in the Service on its website (https://marketingintelligence.io ) or through the Service (in the Platform, the Platform’s chat, in the Platform’s support centre or by e-mail).
2.9. Marketing Intelligence reserves the right to suspend, discontinue or restrict access to any portion of the Service at any time and for any reason and will not be liable to the Client in any way for possible consequences of the aforesaid. Marketing Intelligence shall inform the Client about any aforesaid action in advance.
2.10. Marketing Intelligence reserves the right to suspend, discontinue or restrict access to any portion of the Service at any time and for any reason and will not be liable to the Client in any way for possible consequences of the aforesaid. Marketing Intelligence shall inform the Client about any aforesaid action in advance.
2.11. Defects which are applied by the Client properly, in a written form and on time, is Marketing Intelligence obliged to remove at the earliest possible time.
2.12. Marketing Intelligence is entitled in its sole discretion to suspend the Service providing in case of the Client’s delay with payment of remuneration for the Service without notice to the Client.
2.13. Marketing Intelligence is entitled to use the Client’s name and logo as a reference for advertising purposes.
2.14. Marketing Intelligence is entitled in its sole discretion to change the working methods, hardware, data communication links, software, user interface or other system components used in the providing of the Service.
3.1. If the Parties agreed so in the Partial Contract, the Implementation also called the Professional Onboarding (the “PO”) is a part of the Service.
3.2. A scope of the PO is agreed in the Partial Contract and the PO may contain for example:an audit and setup of the Client’s infrastructure; a help with setup of the data analytics of Client´s Channels; an assistance with marketing campaign running and/or performance optimization on Channels.
3.3. If the PO is a part of the Service in any form and scope the Client is obliged to:
Commit to cooperate during the whole PO if not explicitly specified otherwise in the Partial Contract.
Provide Marketing Intelligence with historical performance of the Client’s previous campaigns (the Benchmark) and key business goals.
Provide Marketing Intelligence with all the necessary access to the Ad Account(s), Google Analytics and the Client’s website if these are required by Marketing Intelligence to setup the Client’s infrastructure.
3.4. The fee for the PO is stated in the Sales Order Form. The fee is payable upon conclusion of the Partial Contract.
4. Remuneration, fees
4.1. The Client is obliged to pay Marketing Intelligence the fee for use of the Service.
4.2. The fees are agreed upon in the Partial Contract or in any bilateral amendment of the Partial Contract.
4.3. The fee shall be calculated and invoiced based on the rules and with periodicity set in the Partial Contract.
4.4. The minimum monthly fee is agreed upon by the Parties in the Partial Contract. The minimum monthly fee is used unless the fee for using the Service exceeds the amount of the minimum monthly fee.
4.5. If the relationship between the Parties is terminated as described hereinafter in Section 7, for the last month of use, the higher of the fee for use of the Service and the minimum monthly fee is charged if the relationship had terminated before the end of the calendar month.
4.6. Marketing Intelligence may change the fees on a yearly basis. The change enters into force after 30 days have elapsed from the announcement of the change by e-mail. The change does not affect the fees for invoicing periods commenced before the effective date of the change. In case of a price change the Client is entitled to terminate the Service to end on the effective date of the price change by notifying Marketing Intelligence thereof in writing at least 14 days before the effective date of the change.
4.7. The fees are VAT exclusive. VAT is charged in accordance with the law in a legal amount. The price including VAT is stated in a tax document (an invoice). The tax documents (invoices) are due within 21 days from issuing the invoice unless stated otherwise in the tax document (an invoice). The payment is settled by a transfer to Marketing Intelligence’s bank account specified in the Sales Order Form and/or in every issued invoice. The entire invoicing is realized in EUR or other currency specified in the Partial Contract.
4.8. In case of the Client’s delay in settling payments for remuneration, Marketing Intelligence reserves the right to terminate or put on hold the Client’s right to use the Service with immediate effect and without notice and the Client is obliged to pay the contractual penalty 0,05% of the whole unsettled amount for each day of delay with payment until the whole unsettled amount and the contractual penalty according to this T&C is credited to Marketing Intelligence’s bank account specified on each issued invoice and/or specified in the Partial Contract and/or specified by e-mail from the Finance Department Contact of Marketing Intelligence. In case the Client loses temporarily or otherwise the right to use the Service due to delay in settling payments, the Client is liable to pay any and all fees according to this T&C including but not limited to the fees billable for the duration of the notice period, fees billable for the period during which the Service has been suspended due to delay in settling payments for remuneration even if the Client does not use the Service during any such period. The Client’s inactivity does not constitute a right for a refund or a discount of any kind.
5. Responsibility, limitation of liability
5.1. The Client is responsible to ensure that any and all data or use of the Service shall not infringe on any copyright, protected trademark or any other proprietary right held by any and all third parties without owning an explicit written consent given by such third party or third parties governing the scope of fair use.
5.2. The Client is responsible for damage arising from publishing of any and all advertisements, its content or communication to Marketing Intelligence or to any and all third parties.
5.3. The Client undertakes not to use the Service for unlawful purposes or against the Channel Terms. The client also undertakes to comply with Marketing Intelligence’s reasonable directions and requests related to the Service. In the case the Client grants its subcontractor(s) and/or end-customer(s) an access to the Service, such subcontractor(s) and/or end-customer(s) shall be considered equivalent to the Client for the purposes of this T&C and the Client shall be responsible for the actions and omissions of such subcontractor(s) and/or end-customer(s) as well as their compliance with thisT&C.
5.4. Marketing Intelligence endeavours to make commercially reasonable efforts to provide that the Service is available for use on 24/7 basis excluding temporary maintenance, updating or repair breaks. Marketing Intelligence does not assume any liability for usage interruptions or breaks, but it endeavours to inform the Client of the breaks whenever reasonably possible. Marketing Intelligence does not warrant that the Service will be uninterrupted or error-free. However, Marketing Intelligence agrees to use commercially reasonable efforts to be at the Client’s disposal in order to support the Client and to correct any material error or deficiency in the Service.
5.5. The warranty does not cover errors or deficiencies attributable to one of or a combination of (a) changes to the Service made by the Client which have not been approved by Marketing Intelligence in writing; (b) use of the Service contrary to this T&C, or use of the Service contrary to the written instructions given by Marketing Intelligence; (c) use of the service contrary to the Channel Terms; (d) disturbances and/or interruptions in the Service due to data network; (e) any and all services and/or products not supplied by Marketing Intelligence; (f) other similar reason outside of the Service.
5.6. The Client acknowledges that the use of the Service is partially dependent on the Channel on which the Client’s advertising campaigns are carried out and that the actions of the Client and any and all third-party data providers may also affect the use of the Service. Marketing Intelligence does not accept any liability for the operation and function of any and all third-party products and services or actions or omissions of any and all third parties including but not limited to the third-party data providers, the Client or the Channels or any and all third parties who operate on the Channels.
5.7. Marketing Intelligence is not liable for any delay in performance of its obligations under this T&C caused by circumstances that were not reasonably foreseeable by Marketing Intelligence at the time of the acceptance of the Sales Order Form by Marketing Intelligence and the effects which could not reasonably be avoided or overcome, including but not limited to reduced or disrupted access to the Channels, disruption or delay in external networks or Internet connections or shortage in power supply. Marketing Intelligence is not in any case liable to the Client for any lost profits or other consequential, special, indirect, or incidental damage arising out of or in connection with this T&C or use of the Platform or use of the Service or combination thereof, even if the Client has not been notified of the possibility of such damage, and regardless of the legal theory on which any such damage may be based.
5.8. Marketing Intelligence is not liable for any errors, costs, loss and disclosure of or related to the Ads Content or other information or data not being transferred to or published on the Channels or caused by a malfunction in a transfer facility.
5.9. Marketing Intelligence is responsible and liable not to process any Personal Data for the purposes of this Agreement and performance of Services, in accordance with data processing documentation, which is attached herein as an Exhibit A. In the event the circumstances of the cooperation change, and Personal Data of which the Client (or Client’s Affiliates) are Controllers, the Parties agree to sign, prior any processing of Personal Data, to define obligations and rights of each Party and to sign Data Processing Agreement in accordance with applicable legislation
5.10. To the extent allowed by law, Marketing Intelligence does not have any other responsibility or liability for the Service. The Service is provided “as is” and “as available” and Marketing Intelligence expressly disclaims all other express or implied warranties, including but not limited to the warranties of merchantability, non-infringement, correctness and fitness for a particular purpose.
5.11. Marketing Intelligence’s total aggregate liability under this T&C 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 Marketing Intelligence from the Client under this T&C during the eighteen (18) months preceding the event giving rise to such liability. For the first 18 months of the term of the Agreement, estimated payable amount in this 18 months will be taken into account
6. Protection of information, confidentiality
6.1. In fulfilling the obligation resulting from the Partial Contract between the Client and Marketing Intelligence 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.
6.2. The Parties consider (i) the information referred to in Section 6, Par. 1; (ii) all the information that becomes known to the Parties in negotiating the conclusion of the Partial Contract; (iii) all the information that becomes known to the Parties in provision of the Service and in connection therewith; as confidential. The Parties undertake to preserve confidentiality even after termination of the contractual relationship between the Parties. The Parties are not entitled to disclose any and all such information to any and all third parties without the prior written consent of the other Party and are obliged to protect them from disclosure or communication to any and all third parties in any manner whatsoever.An exception to this obligation is:an 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);a provision of information and data to the Affiliate. The Affiliate and persons acting on behalf of the Affiliate are obliged to preserve the confidentiality of the information to the same extent as the Parties.a provision of information to Marketing Intelligence’s subcontractors to an extent necessary to perform a subcontractor’s service to Marketing Intelligence in case a written agreement that binds such contractor to protect the Client and their data to the same extent as is required of Marketing Intelligence.
6.3. Notwithstanding the confidentiality provisions, Marketing Intelligence may collect, analyse and use aggregated, de-identified technical data and related information from the 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. Marketing Intelligence may use and/or store such data and information and material derived from such information. In addition, Marketing Intelligence may disclose such data and information and 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. The Client grants Marketing Intelligence a perpetual, worldwide and royalty-free license to use, modify and distribute derivative works based on such data.
6.4 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 Marketing Intelligence may use information in the connection with the clause 6.3.
6.5. 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.
6.6. If any Party verifiably breaches the obligation under Section 6, Par. 2 and/or Section 6, Par. 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 such obligation. The obligated Party is obliged to pay the contractual penalty within 15 days of receipt of a written request for payment of the contractual penalty. The payment of a contractual penalty does not affect the right of the eligible Party to compensate for damages.
7. Establishment and termination of a contractual relationship
7.1. The Partial Contract is based on the Client’s written Sales Order Form signed by the Client and delivered to Marketing Intelligence with specific terms and conditions for the provision of the Service and accepted by Marketing Intelligence. Marketing Intelligence’s acceptance which contains a disagreement with any of the conditions listed in the Sales Order Form and/or a draft of different terms and conditions shall not be considered as acceptance but shall be considered as a new proposal.
7.2. The Parties agree that the delivery of the Sales Order Form and the acceptance may also be effected by e-mail. Such e-mail contains a scanned document signed by an authorized representative of the Party. The Client is obliged to send the signed Sales Order Form in written form to Marketing Intelligence’s registered seat within 3 days of the delivery of the acceptance of the Sales Order Form by Marketing Intelligence, unless the Parties agree otherwise. In case the Partial Contract does not take place in the above-mentioned manner, the Parties agree that the Partial Contract is created tacitly on the date of the first provision of the Service by Marketing Intelligence under the terms and conditions stated in the Sales Order Form sent by Marketing Intelligence to the Client or reversely and this T&C. In case the Client does not send the signed Sales Order Form within 3 days of delivery of the e-mail, Marketing Intelligence is entitled to terminate the Partial Contract immediately and without notice.
7.3. The Partial Contract may be also terminated by:the withdrawal of the Party if the other Party seriously infringes its obligation under this T&C or the Partial Contract (in the sense of Sec. 2002 of Act No. 89/2012 Sb., the Civil Code), the other Party is declared bankrupt or enters into liquidation. The withdrawal must be in writing. All the Client’s outstanding debts to Marketing Intelligence are due on the first working day following the delivery of the withdrawal to the Client if Marketing Intelligence does not specify a later date.the termination notice of the Party, even the termination notice of the Party without stating any cause, coming 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 Marketing Intelligence the remuneration for the Service provided until the expiration of the notice period.the bilateral agreement of the Parties.
7.4. Upon termination with any cause, no paid fees will be returned by Marketing Intelligence, 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, Marketing Intelligence has rights as defined in Section 4 of this T&C.
8. Arbitration clause
8.1. The Parties hereto agree, as enabled by the Act No. 216/1994 Coll., that any and all property disputes, which may arise in the future out of the relationship between the Parties, the Partial Contract and this T&C 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 Chamber of the Czech Republic (the Arbitration Court) by one arbitrator appointed by the President of the Arbitration Court.
9. Final provisions
9.1. In case of any provision of this T&C to be or become obsolete, ineffective or invalid, it shall not result in nullity or ineffectiveness of this T&C as a whole.
9.2. Headings in this T&C are for convenience of reference only and shall in no way affect interpretation of any and rights and/or any and all obligations in relationship between the Parties.
9.3. Neither party may assign its rights and obligations arising from the contractual relationship between the Parties without the other party’s prior written consent. Parties are, however, entitled to assign its rights and obligations arising from the contractual relationship between the Parties in whole or in part to the Affiliate, and in the connection with merger or acquisition process including but not limited to a transfer of business or any other corporate transaction or restructuring.
9.4. Neither Party is liable to the other Party 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 (the Force Majeure). In such an 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.
9.5. The Client agrees and acknowledges that the title and all intellectual property rights in and to the Service and any and all data, documentation, images and Marketing Intelligence’s software related thereto are owned and remain vested in Marketing Intelligence or a third party (such as Marketing Intelligence’s partner). No intellectual property rights shall be transferred pursuant this T&C.
9.6. 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 are fully assigned to Marketing Intelligence and hence Marketing Intelligence owns all rights to use and incorporate them into the Service.
9.7. Rights and obligations not covered by this T&C follow the Act No. 89/2012 Coll., Civil Code, the Act No. 40/1995 Coll., on Advertising Regulation as amended. The Contract, as well as the Partial Contracts, are governed by the law of the Czech Republic, excluding conflict in standards that would alter the law of governance used to a foreign law. In the event of any dispute between the Parties arising out of this T&C and/or the Partial Contract, the Parties undertake to make the greatest possible effort that may be required to reach an amicable settlement by agreement of the Parties.
9.8. All changes and amendments to the Partial Contract are 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 form can be delivered by e-mail.
9.9. Under no circumstances shall any delay, non-exercise or partial exercise of any rights by Marketing Intelligence be considered as a waiver, novation or alteration of any kind to the terms and conditions of the Partial Contract or this T&C. All such rights may be exercised by Marketing Intelligence without prejudice at a later date.
9.10. This T&C shall become valid and effective on 1.1.2021 and its wording is available on the public part of Marketing Intelligence’s website (www.marketingintelligence.io/terms-and-conditions).
Exhibit A: Marketing Intelligence – data processing documentation
What do we do?
We help companies save marketing money and generate bigger business value by enabling them to make decisions based on data they didn’t have before.
We also predict the future development of the company’s marketing channels by applying machine learning to various data sources, which allows us to provide our clients with a complete picture of the current effectiveness and future opportunities.
How are we processing the data?
For reference, please, use the picture below.
1. The clients run the advertisements on various platforms (FB, GA,…) using the platform targeting capabilities and campaign structure. The platforms keep and process the data compliant with global advertising and Personal Data Protection policies that prevent them to pass Personal Data to any 3rd parties including us:
2. Marketing Intelligence downloads periodically the performance of ads / ad-sets/groups / campaigns from the connected platforms (Facebook, Google) and uses them to forecast the future performance of the ads on each channel. To do this, we use the connections to Facebook, Google Ads and Google Analytics and make API calls for the performance data of each campaign.
The whole performance data is aggregated – we don’t see the performance for each user but only for the whole ad on the specific platform.
The cloud services which we use for machine learning and forecasting don´t process and store any personal data either as platforms that we use to get the data are not providing us with any Personal Data and our use case does not require our customers to give us any Personal Data.
Therefore since we operate only with ad performance data and do not have access to Personal Data we are not a data processor as specified by The General Data Protection Regulation 2016/679.
Marketing Intelligence s.r.o. as well as its mother company Business Factory s.r.o. is the official Facebook Marketing Partner and Google Premier Partner which means that we are compliant with all their policies. The approval process for these statuses includes periodical check ups on the data handling processes, cyber security and compliance with their policies.