These General Terms and Conditions (hereinafter referred to as “GTC”) regulate the terms and conditions of providing services of the PACHET PLUS network, which is operated by PACHET PLUS Ltd., Nicolae Bălcescu 102B, 315500 Nădlac , Company no: 36348015, registered in the Business Register of the District Court Jud. Arad Insert no.: Nr.Reg.Com J2/954/22.07.2016 (hereinafter also referred to as the “Provider”).
I. Definition of terms, subject matter of the Contract
1. The Provider is the above specified company PACHET PLUS providing activities related to the distribution of Advertising Inserts for the Clients.
2. The Client is an online or mail order business, or other company or entity that has ordered the distribution of Advertising Inserts from the Provider via the Mail order Network.
3. The duration of the campaign is the period of distribution of the Advertising Inserts through the Mail order Network and is limited to a specific day or month within the calendar year specified in the order.
4. The Mail order Partner is a mail order or online store that sells and ships goods of certain product groups to end customers via mail order as an entrepreneur.
5. The Mail order Network is the PACHET PLUS network operated by the Provider for the purpose of providing direct marketing services through the Mail order Network. The Provider, in cooperation with the Mail order Partners included in the Mail order Network, ensures the delivery of the Advertising Inserts to the Target Customers.
6. The website PACHET PLUS is a website with the URL: https://www.pachetplus.ro, through which the Provider offers a platform for the implementation of the Mail order Network for sending Advertising Inserts.
7. Advertising Inserts are leaflets, catalogues, vouchers, product samples and other similar advertising materials, the distribution of which is ordered by the Client from the Provider in accordance with these GTC for the purpose of promoting the sale of its goods and/or services or for other advertising and promotional purposes. Advertising Inserts shall be delivered in the necessary number of copies to the Provider by the Client, or the Client shall order their design and/or printing on the basis of graphic documents from the Provider.
8. Additional Services are graphic and printing works or other related services provided by the Provider to the Client on the basis of an order in addition to and in connection with the distribution of the Advertising Inserts and/or the Offline Bonus Catalogue.
9. Offline Bonus Catalogue is a printed catalogue of discounts, bonuses, and coupons for customers of the Clients’ online and mail-order stores, or another form of advertising of the Clients, the production and distribution of which within the Mail order Network is carried out by the Provider.
10. The Editorial Plan is a document containing costs and deadlines for ordering advertising space in the Offline Bonus Catalogue, delivery of graphic materials to the Provider, deadlines for production, dispatch, and distribution of individual Offline Bonus Catalogues. The current Editorial Plan is always listed on the PACHET PLUS website. The Editorial Plan will indicate a) the closing date of the Offline Bonus Catalogue, b) the planned number of copies of the Offline Bonus Catalogue and c) the planned date of inclusion of the Offline Bonus Catalogue in the Mail order Network.
11. The Contract is a contract for the provision of services, by which the Provider undertakes to provide the Client with the distribution of Advertising Inserts together with mailings by mail order to end customers, or the implementation of Additional Services, or the provision of advertising space in the Offline Bonus Catalogue and its distribution together with mailings by mail order to end customers.
12. The Contracting Party is the Provider and the Client, or any of them.
13. The Provider is obliged to ensure the distribution of the Advertising Inserts through the Mail order Network, in which the Mail order Partners insert or attach the Advertising Inserts in or to their shipments of goods (packages) and send them together with them to the end customers. The Provider is entitled to payment of the agreed remuneration from the Client for ensuring the distribution of Advertising Inserts to end customers.
14. These GTC apply to all business relationships entered into by the Provider and the Client within the scope of the aforementioned subject matter of the Contract.
15. By placing an order, the Client agrees to the contents of these GTC. Deviating, contradictory or supplementary General Terms and Conditions of the Client shall only become part of the Contract if the Provider gives its unconditional written consent to be bound by them.
16. Other arrangements agreed between the parties on a case-by-case basis (including accepted orders, collateral agreements, supplements, and amendments) shall always prevail over these GTC. The content of such agreements shall be determined by a written contract or written confirmation of the content of such an understanding issued by the Provider.
II. Offline Bonus Catalogue
1. Offline Bonus Catalogue as an advertising medium is published by the Provider according to the Editorial Plan and distributed through the Mail order Network in the same way as the Advertising Inserts.
2. The Offline Bonus Catalogue is issued in the following technical specification:
- Dimensions: 190 mm (length) x 93 mm (height) or 145 x 145 mm
- Paper: 90-115 g/m2 ,
- Colour: four-colour print,
- Binding: V1 or V2,
- the amount of the circulation will be specified in the current Editorial Plan.
3. The Offline Bonus Catalogue is published on dates according to the Editorial Plan, which is listed on the PACHET PLUS website. The Provider reserves the right to change individual dates listed in the Editorial Plan or to cancel individual editions of the Offline Bonus Catalogue completely.
III. Order
1. The Client shall contact the Provider in order to request an offer for the provision of the service of sending Advertising Inserts, or the provision of advertising space in the Offline Bonus Catalogue and its distribution, or the provision of Additional Services, all in accordance with these GTC, for which the Provider will prepare an offer, which will include a breakdown of the prices of the individual services. The Client then orders the Provider’s services in accordance with the offer in the form of a binding order addressed to the Provider. A sample order form is available on the PACHET PLUS website.
2. The order must be in writing and must be delivered to the Provider by e-mail, by post or in person.
3. The Client’s order must include:
- identification of the Client in the following scope: business name, registered office / place of business, Company (ID) number, Tax identification number, VAT number, registration in the business or trade register and the person authorized to act on behalf of the Client;
- the type of service ordered;
- the number of Advertising Inserts to be distributed through the Mail order Network;
- specification of the Delivery Partners through which the Client wishes to send the Advertising Inserts;
- the requested time or date for distribution of the Advertising Inserts;
- the deadline for delivery of the Advertising Inserts and/or graphic documents for the implementation of the Additional Service by the Client;
- specification (description and content) of the Additional Services ordered by the Client in addition to the distribution of the Advertising Inserts;
- in the case of ordering advertising space in the Offline Bonus Catalogue, the type and specification of the Offline Bonus Catalogue according to the applicable Editorial Plan, and the extent of the advertising space ordered;
- the price according to the Provider’s offer;
- declaration of the Client that they have read the Terms and Conditions on the PACHET PLUS Website in the valid and effective version, understand their content in its entirety and agree with them without reservation and undertake to comply with them. The Client also grants the Provider consent to the gratuitous use of the Client’s logo and business name, solely for the purpose of providing references;
4. The order is effective only at the moment of written confirmation of the order by the Provider. If the Provider confirms the order subject to payment of the proforma invoice, which is also sent to the Client, the order is effective only at the moment of payment of the proforma invoice by the Client. The moment the Order becomes effective pursuant to the preceding provision, the Contract shall be concluded.
5. The Provider will only take into account such an order of the Client, which will be effective according to Article III, Point 4 of these GTC.
6. The Client is obliged to deliver the order to the Provider no later than 14 days before the date of distribution of the Advertising Inserts. In case of ordering advertising space in the Offline Bonus Catalogue, the Client is obliged to deliver a written order to the Provider no later than the closing date specified in the Editorial Plan, otherwise it will not be possible to place the requested advertising space in the planned edition of the Offline Bonus Catalogue.
IV. Rights and obligations of the Provider
General rights and obligations of the Provider
1. The Provider undertakes to provide the Client with the distribution of its Advertising Inserts and/or Offline Bonus Catalogues (including the provision of advertising space in the Offline Bonus Catalogue) via the Mail order Network and/or the Additional Services agreed in the effective order on the basis of an effective order (pursuant to Article III, Point 4 of these GTC).
2. The Provider is released from liability for the performance of the obligation under these GTC or under the Contract in the event of force majeure (such as a natural disaster, war, state of war).
3. The Provider has the right to verify whether the Client’s order has been sent by an authorized person, or to verify the identity of the Client, and in case of doubt, the Provider is entitled to request the necessary documents from the Client.
The Provider’s rights and obligations in the distribution of Advertising Inserts and the implementation of Additional Services.
4. In the case of delivery of Advertising Inserts by the Client, the Provider is entitled to use the Advertising inserts solely for the purpose of their distribution through the Mail order Network.
5. In case of ordering graphic works as an Additional Service, the Provider is entitled to use the graphic materials supplied by the Client exclusively for the preparation of the Client’s Advertising Inserts. Any graphic interventions (correction of grammatical and stylistic errors, etc.) to the supplied graphic documents the Provider is entitled to make only after the prior written consent of the Client.
6. The Provider is entitled to refuse the distribution of Advertising Inserts and/or the implementation of Additional Services according to graphic documents that do not correspond to the effective order, or whose content is contrary to generally binding legislation, the legitimate interests of the Provider or harms the legitimate interests of third parties.
7. If the Client does not deliver finished Advertising Inserts to the Provider on the basis of an order, but orders their production and/or printing from the Provider (Additional Services), the Client is obliged to deliver the graphic materials to the Provider within the time limit specified in the order. Upon receipt of the graphic documents, the Provider is obliged to inspect them and notify the Client of their unsuitability or request their completion. The Provider is obliged to send the graphic design of the Advertising Insert (within the meaning of the Additional Service) to the Client for approval. After approval of the graphic design of the Advertising Inserts by the Client, the Provider shall ensure their printing in the necessary quality and number.
8. The Provider shall return the graphic materials for the implementation of the Additional Services only upon the Client’s explicit request, and this request must be specified in the order.
9. The Provider guarantees the Client the implementation of the Additional Services in standard print quality, where this quality is limited by the quality of the graphic or other documents provided by the Client.
V. Rights and obligations of the Client
The Client’s rights and obligations in the distribution of Advertising Inserts and the implementation of Additional Services.
1. The Client undertakes to deliver the Advertising Inserts to the Provider on the date and in the number specified in the effective order, at the location specified by the Provider. The place of delivery of Advertising Inserts is the Provider’s warehouse or the warehouse of a partner company providing packaging activities for the Provider. The exact delivery address shall be notified by the Provider to the Client prior to the distribution of the Advertising Inserts, and the said address shall be specified in the order.
2. The Client is obliged to deliver to the Provider the documents for the graphic processing of the Advertising Insert as an Additional Service and/or the printing of the Advertising inserts within the terms and scope agreed in the effective order.
3. If the Client fails to deliver the Advertising Inserts to the Provider within the time and place specified in the effective order, or if the delivered Advertising Inserts are not suitable for mailing/insertion with the packages/shipments (defective Advertising Inserts), the Provider’s deadline for their distribution shall be extended accordingly. The new time limit for distribution shall commence from the time of proper delivery of corrected Advertising Inserts which are suitable for mailing/insertion with the parcels/shipments. In the event that the deadline for delivery of the Advertising Inserts is postponed by the Client by 3 days or more, the Provider may propose to the Client an alternative date for the distribution of the Advertising Inserts or unilaterally cancel the order in question. In the event of cancellation of the order by the Provider due to non-delivery of the Advertising Inserts or defective delivery of the Advertising inserts by the Client under this provision, the Provider shall be entitled to a contractual penalty (lump-sum compensation) in the amount of 30% of the agreed remuneration.
4. If the graphic documents pursuant to Point 2 of this Article of the GTC are not delivered to the Provider in due and timely manner, the deadlines for distribution of the Advertising Inserts shall be prolonged accordingly. If the delay in delivery of the graphic materials lasts 3 days or more, the Provider is entitled to unilaterally cancel the Client’s order in question. In the event of cancellation of the order by the Provider due to non-delivery of graphic materials or delivery of defective graphic materials by the Client under this provision, the Provider is entitled to a contractual penalty (lump-sum compensation) in the amount of 30% of the agreed remuneration.
5. If the Client delivers less than the agreed number of Advertising Inserts to the Provider for the purpose of distribution, the Provider shall be obliged to distribute only this lesser number within the agreed time. Distribution of the remaining quantity will be made subsequently upon delivery of the missing Advertising Inserts, on an alternative date by special agreement. If the Client delivers a larger number of Advertising Inserts to the Provider, the Provider is obliged to distribute only the number of Advertising Inserts specified in the effective order within the agreed timeframe, and the excess quantity only by special agreement.
Client’s rights and obligations when ordering advertising space in the Offline Bonus Catalogue.
6. In case of ordering advertising space in the Offline Bonus Catalogue, the Client undertakes to deliver the graphic materials to the Provider by the deadline specified in the Editorial Plan, while the graphic materials must meet the following technical specification:
- printable pdf format;
- 190 x 93 mm, internal mirror 180 x 83 mm + bleed (i.e. overlap of graphics outside the print format) 5 mm or 145 x 145 mm, internal mirror 135 x 135 mm + bleed (i.e. overlap of graphics outside the print format) 5 mm
- CMYK colour range;
- resolution of at least 300 dpi.
7. If the graphic documents pursuant to Point 6 of this Article of the GTC are not delivered to the Provider in due and timely manner, the Client acknowledges that the Provider is entitled to unilaterally cancel the order pursuant to the preceding Point 6 in such a case. In the event of cancellation of the order by the Provider due to non-delivery of graphic materials or delivery of defective graphic materials by the Client under this provision, the Provider is entitled to a contractual penalty (lump-sum compensation) in the amount of 40% of the agreed remuneration.
Cancellation fees
8. If the Client cancels the order for distribution of Advertising Inserts and/or implementation of Additional Services, which is effective in accordance with Article III, Point 4 of the GTC, the Provider is entitled to payment of the cancellation fee:
a. 10% of the agreed fee if the Client cancels the order no later than 5 days before the deadline for the delivery of graphic materials within the meaning of Article V, Point 2 of the GTC and/or the delivery of Advertising inserts within the meaning of Article V, Point 3 of the GTC;
b. in the amount of 30% of the agreed remuneration if the Client cancels the order at least 2 days before the deadline for delivery of the graphic materials within the meaning of Article V, Point 2 of the GTC and/or delivery of the Advertising inserts within the meaning of Article V, Point 3 of the GTC;
c. 50% of the agreed remuneration if the Client cancels the order at least 24 hours before the deadline for delivery of the graphic materials within the meaning of Article V, Point 2 of the GTC and/or delivery of the Advertising inserts within the meaning of Article V, Point 3 of the GTC.
9. If the Client cancels an order for advertising space in the Offline Bonus Catalogue, which is effective in accordance with Article III, Point 4 of the GTC, the Provider is entitled to a cancellation fee:
a. 10% of the agreed fee if the Client cancels the order no later than 7 days before the deadline for delivery of the graphic materials in accordance with Article V, Point 6 of the GTC;
b. in the amount of 40% of the agreed fee if the Client cancels the order no later than 3 days before the deadline for delivery of the graphic materials within the meaning of Article V, Point 6 of the GTC;
c. 100% of the agreed remuneration if the Client cancels the order at least 24 hours before the deadline for delivery of the graphic materials within the meaning of Article V, Point 6 of the GTC.
Other rights and obligations of the Client
10. The Client is responsible for the fact that the Advertising Inserts and/or graphic documents delivered by the Client for the purpose of processing and/or printing the Advertising Inserts are in accordance with the law of the country in which they will be distributed, respectively, for which they are intended and/or the international treaties to which that state is bound, and their distribution will not infringe or prejudice the rights of third parties (in particular, but not exclusively, trademark rights, proprietary copyrights or other rights subject to industrial protection, or intellectual property rights) and upon the Provider’s request, the Client shall be obliged to prove this fact and also that the factual assertions which constitute the content of these Advertising inserts/Graphics are true, are in accordance with good morals, ethical rules and/or do not violate public order. The Client shall also be liable to the Provider for the fact that the Advertising Inserts commissioned and delivered by the Client and/or the graphic materials delivered for the purpose of processing and/or printing the Advertising Inserts follow the legal regulations on the form and content of advertising.
11. The Client declares that they are aware of the fact that the Provider is not responsible for the content of the Advertising Inserts / graphic documents delivered for the purpose of processing and/or printing the Advertising Inserts / graphic documents for inclusion in the advertising space in the Offline Bonus Catalogue and that this responsibility is borne by the Client themselves within the meaning of Article V, Point 8 of these GTC. Therefore, should a third party assert any rights against the Provider in this regard, the Client undertakes to satisfy such third party rights without undue delay.
VI. Billing and payment terms
1. The Client shall pay the price for the ordered services including the relevant VAT rate on the basis of the invoice issued by the Provider.
2. If the Provider, in accordance with Article III, Point 4 of these GTC, issues a proforma invoice on the basis of the Client’s order, invoicing the Client for the advance payment of the price, and sends the proforma invoice so issued to the Client’s e-mail address, the Client is obliged to pay the advance payment for the services to the Provider no later than seven days after the issuance of the proforma invoice. Payment shall be understood as the crediting of funds to the Provider’s account specified in the invoice. In case of advance payment, the Provider shall issue and send to the Client’s address an invoice within 14 days from the date of payment, which shall be a tax document.
3. Based on a written agreement between the Provider and the Client, the billing and payment terms set out in this Article of these GTC may also be modified in another wording agreed by the Parties.
4. If the Client has its registered office or place of business outside the territory of the Slovak Republic and pays the price for services through a foreign bank, the Client shall bear all fees associated with such cross-border wire transfer in its entirety.
VII. Confidentiality
1. The Parties acknowledge that in the performance of the Contract they may obtain information of the other Party that one Party (“the entrusting Party”) discloses to the other Party (“the receiving Party”) or of which the receiving Party becomes aware in the course of the performance of the Contract, in particular business and market strategies, pricing information, sales information, customer data, marketing plans, terms of co-operation, terms of procurement and purchasing, as well as other financial and commercial data (hereinafter referred to as “Confidential Information“).
2. The Parties undertake to use the Confidential Information solely for the purposes of the performance of this Contract, and only to the extent necessary so that only those agents or employees of the Parties whose knowledge of the Confidential Information is necessary for the proper performance of the Contract are made aware of the Confidential Information.
3. The receiving Party shall exercise at least the same level of professional care to protect the Confidential Information of the disclosing Party as it exercises to protect its own Confidential Information. In particular, this obligation includes, in all circumstances, taking reasonable measures to protect Confidential Information against unauthorized disclosure, copying or use.
4. The obligation of confidentiality shall not apply to (i) Confidential Information that is publicly known at the time of disclosure and which the receiving party can credibly demonstrate, (ii) Confidential Information that becomes publicly known after disclosure and such disclosure is not due to a breach of an obligation of confidentiality under the Contract or the Law, (iii) Confidential Information that was already in the possession of the receiving party at the time of disclosure and without an obligation of confidentiality with respect to such Confidential Information, and such Confidential Information was not unlawfully obtained by the Receiving Party, (iv) Confidential Information independently developed by the Receiving Party without the use of such Confidential Information of the Disclosing Party and the Receiving Party can credibly demonstrate this fact, or (v) where the Receiving Party is required to disclose Confidential Information by law or by a decision of a public authority.
5. The obligation of confidentiality under this Article VII shall continue during the term of the Contract and for a period of three years thereafter.
VIII. Final provisions
1. These GTC enter into force on 01 February 2019. All contractual relations concluded between the Client and the Provider from the effective date of the GTC shall be governed by the GTC, unless otherwise specified otherwise.
2. Disputes between the Provider and the Client arising out of the contractual relationship governed by these GTC, as well as related claims for damages arising out of this contractual relationship, shall be exclusively settled by the competent Romania court. The contractual relations agreed in these GTC shall be governed by the law of the Slovak Republic, in particular the provisions of Act No. 513/1991 Coll., the Commercial Code, as amended.
3. In case that these GTCs require written delivery, any message sent to the other Party by electronic mail to the other Party’s email address shall also be deemed to be in writing. The above does not apply in the case of termination of the contractual relationship, where the expression of intent to terminate the Contract must be delivered to the other Party in writing by registered mail.
4. The Client is not entitled to assign the rights and obligations under the Contract to a third party without the prior written consent of the Provider.
5. The Client confirms that prior to the sending of the written order by the Provider (Article III, Point 3. of these GTC), they have familiarized themselves with these GTC on the PACHET PLUS Website, have understood their contents in their entirety and agree to them without reservation and undertake to comply with them; the Client also agrees to the application of the law of the Slovak Republic, according to which the respective rights, duties and obligations of the Parties provided for in these GTC or relating to the subject matter of these GTC shall be governed, interpreted, and applied.
6. The Provider is entitled to amend the GTC (whereby an amendment is also understood as a partial or complete replacement of the GTC by specific terms and conditions). Any change to the GTC shall enter into force on the date of its publication on the BALÍK PLUS Website. Existing contractual relations shall be governed by the new GTC from the date of written notification of the change to the Client. These GTC are drawn up in the Romania language. The text of these GTC in a language other than Slovak is for informational purposes only and does not constitute a binding part of the GTC.
In Nadlac, 1 February 2019
PACHET PLUS Ltd.
Henrich Lauko, Managing Director