Services Terms & Conditions
These Terms & Conditions (hereinafter, the “T&C”), are entered by and between (i) FOREXSTREET MEDIA SLU (operating under the brand name “FinancialMarkets.media“) or any of its subsidiaries, partner websites or affiliates, on the one hand, and (ii) the CLIENT, also referred to as the Signing Party, identified in the Insertion Order (hereinafter, the “IO”), on the other hand.
By entering the present T&C, the Agency represents and warrants that it has the authority to act on behalf of and bind its client to these T&C, the IO, and any other related documents.
The present Terms & Conditions apply to the purchase from the CLIENT or the Signing Party of all advertising services provided by FOREXSTREET MEDIA SLU and its subsidiaries, partner websites or affiliates, detailed in the IO to which the present T&Cs are hereby attached and incorporated.
1. INSERTION ORDER
Each specific service offered by, FOREXSTREET MEDIA SLU to the CLIENT, will be defined in the insertion orders (“IO”), to which these T&Cs shall be incorporated as a single contractual document.
On the terms and subject to the conditions set forth in these T&C, FOREXSTREET MEDIA SLU agrees to deliver and the CLIENT agrees to pay for all the services detailed in the IO to which the present Terms & Conditions are incorporated, according to rates specified in the IO. VAT, if applicable, is not included in such rates and will be, if necessary, invoiced in addition, at the rate in force.
2. ADVERTISING SERVICES
2.1 OPTIMIZATION
Subject to available inventory and appropriate rate adjustment, positions on the IO may be adjusted (“Optimized”), in no case will the CLIENT total financial obligations under the IO be reduced (“Optimization”). Optimizations are subject to FOREXSTREET MEDIA SLU‘s prior approval, with applicable terms documented via email, and the CLIENT’s confirmation of acceptance via reply email, and such terms shall be binding for the the CLIENT and made part of the IO as though fully set forth therein.
2.2 AD SERVERS
FOREXSTREET MEDIA SLU uses its own ad server for ad serving and reporting functions. Some publishers in FOREXSTREET MEDIA SLU network use and manage their own adserver, with the supervision of FOREXSTREET MEDIA SLU. Ad servers may vary depending on its Web site and are subject to change at FOREXSTREET MEDIA SLU‘s or the network publisher discretion, and such applicable ad server(s) shall be the official counter(s) for determining impressions delivered, invoices and payment. the CLIENT’s and/or its Agency’s third-party ad server reporting is not accepted.
2.3 ADVERTISING MATERIALS; LATE CREATIVE
Artwork, copy, other content, active URLs and any other components of the advertisement (collectively, “Advertising Materials”) must comply with FOREXSTREET MEDIA SLU‘s criteria and specifications according to the Advertising Rate Card (collectively, “ARC”) in effect at the moment of signing the IO for its applicable Website(s) (collectively, the “Policies”), as updated from time-to-time at FOREXSTREET MEDIA SLU‘s discretion. Advertising Materials must be received at least three (3) business days prior to the scheduled start date or within the timeframe determined in the Policies for the applicable ad type if such timeframe is greater. If Ad Materials are not received within the above mentioned time frame, or if provided incorrectly or inconsistent with the Policies, guaranteed impressions and FOREXSTREET MEDIA SLU’‘s obligations will be reduced pro-rata for the period of time that reserved space was not filled without affecting the CLIENT’s financial responsibility for all impressions ordered and inventory reserved.
If the CLIENT fails to deliver a campaign (ad Materials) for a period of time longer than two (2) months, FOREXSTREET MEDIA SLU is under no obligation to fulfill the contract. Longer than 6 months will be considered a non-refundable cancellation of the contract between the parties.
2.4 MAKEGOODS
If actual inventory delivered with respect to a particular advertising placement falls below contracted levels in the IO according to FOREXSTREET MEDIA SLU‘s applicable ad server counts, and/or if there is an omission of any advertisement (placement or creative unit), the the CLIENT and FOREXSTREET MEDIA SLU will make an effort to agree upon the conditions of a makegood at the time of shortfall. If no makegood can be agreed upon, the CLIENT may be entitled to be compensated up to a credit equal to the value of the under-delivered portion of the IO for which it was invoiced. In the event the CLIENT made a cash pre-payment to FOREXSTREET MEDIA SLU specifically for the IO for which under-delivery applies, and is current on all amounts owed to FOREXSTREET MEDIA SLU under any other advertising agreement, the CLIENT may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the IO. Makegoods are not available (a) when under-delivery or omission of an advertisement is attributable to the CLIENT’s (i) delayed, incorrect or incompatible Ad Materials or (ii) failure to follow applicable Policies; (b) for failure to deliver impressions according to any specific daily or weekly distribution; (c) for impressions marked on the IO as “estimated” or “not guaranteed”; (d) for sponsorship, exclusive or similar placements; (e) for preemptive placements and/or impressions; or (f) when under-delivery or omission of an advertisement is due to conditions beyond FOREXSTREET MEDIA SLU’s control, among others, the ones detailed in Clause 9. This section sets forth the sole and exclusive remedy for any failure of FOREXSTREET MEDIA SLU to fulfill its obligations under the IO, these T&C or any other related documents.
2.5 EDITORIAL APPROVAL
All Advertising Materials are subject to FOREXSTREET MEDIA SLU‘s approval. FOREXSTREET MEDIA SLU reserves the right, at any time and for any reason at its discretion, to reject, cancel or cease publication of any Ad Materials, space reservation, or position commitment, as well as third parties without any liability for the same, except to what foreseen below for make-goods.
3. AGENCY SERVICES
FOREXSTREET MEDIA SLU provides a variety of services such as Search Engine Marketing, optimization and associated services, website optimization services, campaign design, retargeting campaigns, content distribution, SEO optimization among others to the CLIENT, on an international basis. As such, some of these services may request the use of providers/partners to FOREXSTREET MEDIA SLU, all of which operate under the TCs hereby presented.
4. PAYMENT TERMS
FOREXSTREET MEDIA SLU agrees to deliver, and The CLIENT agrees to pay for the services detailed in the applicable IO on the date of publication and under the conditions specified in the present T&C.
In the event that FOREXSTREET MEDIA SLU approves credit, as a credit account client, CLIENT will be invoiced at the end of each month for amounts on the IO and payment shall be made to FOREXSTREET MEDIA SLU within ten (10) days from the date of invoice (hereinafter, the “Due Date“). If the CLIENT fails to make timely payment, the CLIENT will be responsible for all reasonable expenses (including attorneys’ fees) incurred by FOREXSTREET MEDIA SLU in collecting such amounts.
Failure to submit the corresponding invoice in due time or form, shall not entitle the CLIENT not to pay the credit.
Moreover, FOREXSTREET MEDIA SLU reserves the right to suspend credit and/or performance of its obligations if the CLIENT fails to make timely payment.
The CLIENT shall be responsible for payment of all charges, duties and others assessed in connection with the transfer of the amount being paid. Likewise, the CLIENT will be the sole responsible for all taxes eventually due in connection with the transaction, and in particular, for the VAT, if applicable.
If an agency is the Signing Party placing an IO for the benefit of its client, then the agency is responsible for all payments hereunder regardless of whether it has received payment from its client. However, FOREXSTREET MEDIA SLU reserves the right to hold the agency and its client jointly and severally liable for all payments.
5. CANCELLATION POLICY
The CLIENT may cancel the IO within thirty (30) days prior written notice (“Notice Period”). The Notice Period in case of site sponsorship is of three (3) months.
The CLIENT shall be financially responsible for impressions delivered and scheduled to run up to and through the end of the Notice Period. Moreover, any volume discounts shall be reversed, and the CLIENT will be invoiced based on actual volume run according to FOREXSTREET S.L.’s rate card in effect when the IO was placed.
In the case of contract for FOREXSTREET MEDIA SLU Agency Services The CLIENT shall be financially responsible for the work delivered and scheduled to be delivered through the end of the Notice Period.
Cancellation notices must be sent via e-mail to FOREXSTREET MEDIA SLU account manager in charge of the account, adding in copy the CEO, sergi@financialmarkets.media, and will only be effective on FOREXSTREET MEDIA SLU confirmation of receipt of the notice.
The Advertiser will remain responsible for all outstanding charges.
On the other hand, FOREXSTREET MEDIA SLU shall be entitled to cancel an IO, in the event of a breach of any obligation assumed by the CLIENT, without prejudice to any damages it may be entitled to.
Any cancellation of the IO not following the 30-day notice shall be exempt from any refund by FOREXSTREET MEDIA SLU, S.L. to the CLIENT.
6. WARRANTIES; INDEMNITY
The CLIENT hereby represents and warrants to FOREXSTREET MEDIA SLU that it has the right to publish the Ad Materials or services provided by FOREXSTREET MEDIA SLU in the form delivered and manner published without infringing or violating the rights of any third party or of any law, rule or regulation, or code of practices, among others. CLIENT agrees, at its own expense, to indemnify, defend and hold harmless, among others, FOREXSTREET MEDIA SLU its employees, officers, directors, representatives, agents and affiliates, against any and all claims, demands, suits, actions, proceedings, damages, liabilities, costs, expenses and losses of any kind (including reasonable attorneys’ fees and costs) arising out of or related to (a) the publication of any advertisement hereunder, (b) the Ad Materials or any matter or thing contained in any advertisement, and/or (c) any material of the the CLIENT in which users can link to any advertisement (including but not limited to, claims of intellectual property, trademark or copyright infringement, libel, defamation, breach of confidentiality, privacy or data protection violation, false, deceptive or misleading advertising or sales practices). If Agency is the Signing Party placing an IO for the benefit of its client, then client and agency shall each be considered the CLIENT for purposes of this section, and agency, by signing below, represents and warrants that it has the authority, as agent, to bind its client to these T&C and the IO.
FOREXSTREET MEDIA SLU makes no warranty of any kind with respect to its websites or services to be delivered hereunder and hereby disclaims any and all warranties, expressed or implied, including without limitation, all warranties of merchantability, fitness for a particular purpose, and non-infringement, as well as, FOREXSTREET MEDIA SLU, S.L. accepts no responsibility for any interruption or delay. All services are provided on an “as is” basis without guarantee.
On this behalf, FOREXSTREET MEDIA SLU will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.
7. LIMITATION OF LIABILITY
FOREXSTREET MEDIA SLU shall not be liable to the CLIENT or its agency for delay or default in the performance of or completion of Services under the IO or these Terms, if caused by conditions beyond its control, including but not limited to, any act of nature, governmental authority, or war, terrorist act, cyberattacks, riot, labor stoppage or slow-down, fire, flood, severe weather, earthquake, accident, telecommunications or network failures, failure of the Internet, or electrical outages, in particular, in the event of any governmental restriction or prohibition affecting the performance of the Services..
FOREXSTREET MEDIA SLU shall not be liable to the CLIENT, its agency or any third party under or in relation to these Terms or any IO for any consequential, incidental, special or indirect damages of any kind or nature, under any theory of law or equity, and whether or not FOREXSTREET MEDIA SLU has been advised of the possibility of such damages. In no event, FOREXSTREET MEDIA SLU‘s liability under or in relation to these T&C or any IO will exceed the fees actually paid to FOREXSTREET MEDIA SLU for the advertisement or services giving rise to such liability.
8. DISPUTE RESOLUTION: GOVERNING LAW AND ARBITRATION
These Terms and Conditions, the Insertion Order and any related documents, shall be governed and construed in accordance with the laws of Spain.
Any controversy or claim arising out of or relating to these Terms and Conditions and/or the Insertion Order, or the breach thereof, shall be determined by arbitration administered by the International Center for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Barcelona (Spain) and the language of the arbitration shall be Spanish.
9. PERSONAL DATA PROTECTION
The personal data provided by the CLIENT or the Signing Party in the present T&C or in the IO will be incorporated into the automated file of FOREXSTREET MEDIA SLU according to the current legal framework and specifically to the Spanish Personal Data Protection Act. The responsible of the automated file is FOREXSTREET MEDIA SLU. The use of personal data will be confidential and used in order to provide the advertising services agreed by the Parties. By signing the present T&C the CLIENT or the Signing Party gives express consent to the referred treatment of the data provided. In order to exercise the rights of access, rectification or erasure, it is necessary to send a message to the following email address: contact@financialmarkets.media.
10. MISCELLANEOUS
Entire Agreement. These Terms and the IO are the complete and exclusive agreement between the parties with respect to the subject matter and supersede any prior or contemporaneous representations or agreements, negotiations and/or communications, whether written or oral, between the parties regarding such subject matter.
The T&C and IO (except in the case of Optimizations) may only be modified, or any rights under it waived, by a written document executed by both parties. FOREXSTREET MEDIA SLU will not be bound by any terms or conditions, printed or otherwise, appearing on any purchase order, copy instructions, contract or other documents submitted by the CLIENT or its agency, or expressed orally.
Scope of application: Nothing in this T&Cs shall affect the statutory rights of a CLIENT who is a consumer.
Assignment. The CLIENT or its agency, may not assign the T&C or the IO, without the prior written consent of FOREXSTREET MEDIA SLU
Conflicts. To the extent of any conflict, the present Terms & Conditions shall prevail over the IO and Policies.
Severability. If for any reason a court or arbitrator of competent jurisdiction finds any provision of these T&C or IO to be unenforceable, the remainder of the above-mentioned documents will continue in full force and effect.
No Third Party Beneficiaries. These Terms and the IO are specifically between and for the benefit of FOREXSTREET MEDIA SLU and the CLIENT, and no other person or entity whatsoever (including without limitation, the CLIENT’s agency) shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of these Terms or the IO as a third party beneficiary or otherwise.
Survival. Any provisions, obligations or liabilities, which by their nature are intended to survive, shall survive termination or expiration of these Terms and the IO for any reason.
Counterparts. The IO and Terms may be executed in multiple counterparts and by facsimile, each of which, when so executed, shall be deemed to be an original copy hereof, and all such counterparts together shall constitute one single agreement.
