Art.1 The object of the contract is the provision of social media monitoring services offered through Zelist Insights platform (https://www.zelist.ro/insights/) by Treeworks SRL, FIN RO14843012, named hereby The Supplier, based on online orders & payments or by request form sent by the Beneficiary. The service package details will be determined according with Zelist Insights Plans and based on the client's order or Annex. The ordered services will be described accordingly in the Annex, Invoice and/or Beneficiary's Order attached to this contract.
Art.2 The Plans level are described and tariffed according to online platform at https://www.zelist.ro/insights/packages and are supposed to be a change subject according with the market evolution and conditions.
Art.3 The number of pages (Facebook and/or Business Instagram Accounts) inserted monthly to be monitored may not exceed the number of the pages contracted according with the Plan Levels.
Chapter II. Duration and value of the contract
Chapter III. Terms and conditions of payment
Chapter IV. The rights and obligations of the parties
a. non-contracted services, not contracted or rendered after the contractual term without the Beneficiary's consent.
b. Inappropriate qualitative services.
c. non-compliance by the Supplier with the main obligations stipulated in the contract
Art.2 The parties undertake each other to execute the contractual obligations in a timely manner.
a. In the Supplier's charge, for the delay in execution, the Supplier may owe to the Beneficiary damages amounting to 0.05% for each day of prohibition calculated at the price of the respective services, plus the coverage of any damage caused to the Beneficiary and / or to its clients within the limit the value of the contract, the value set out in the annex attached to this contract.
b. for the Beneficiary, for each day of delay in payment of products, the Beneficiary may be liable to the Supplier for damages amounting to 0.05% for each day of delay in the first 10 days, 0.1% for each day in the next 20 days and 0.15% day in the next 30 days. For any payment delays more than 60 days, the Beneficiary owes to the Supplier 60% of the service due and invoiced.
c. In the event of delays of more than 10 days from the due date of an invoice issued, the Supplier has the right to suspend the service until full payment of the due and outstanding amounts, as well as the right to terminate the Contract unilaterally, without any formalities, if the amount invoiced overdue for more than 60 days from the due date.
Chapter V. Ensuring service quality
Art.1 In order to ensure the quality of the services under the conditions requested by the Beneficiary, the Supplier and the Beneficiary, by mutual agreement, will organize regular meetings, telephone discussions and exchange of correspondence during the course of the project.
All the facilities or improvements of the monitoring platform that will be developed by The Supplier during the course of the contract will be accesible to the Beneficiary from the time of their public launch without additional costs.
Chapter VI. Guarantees and Responsibilities
Art.3. In order to fulfill the obligation stipulated in art. 1 of this chapter, the Beneficiary undertakes to notify the Supplier as soon as possible for any difficulties encountered in using the monitoring platform at the following contact details:
E-mail: suport@zelist.ro
Phone: 021.324.14.04
Monday to Friday from 9:00 to 17:30.
Chapter VII. Limitation of liability
Chapter VIII. Privacy
Art.1. The Parties accept that all documents and information provided by each Contracting Party to the other concerning this Agreement and its execution and the information in the possession of the Parties in the course of the performance of this Agreement, including but not limited to data, information on strategies marketing, systems and technological developments, financial projects, results, information on operating modes, are considered "Confidential Information" and are the property of the party providing them. The Parties shall ensure during the performance of this Agreement the confidentiality of all information, data, documents to which they have direct or indirect access as a result of the provision of the services subject to the present contract and undertake, for a period of 1 (one) year, that they will not disclose and will not use / use such information, data, confidential documents, in whole or in part, for their own benefit or for any other purpose, except in the following situations:
a. The Beneficiary may disclose to other entities belonging to the group to which the Beneficiary belongs;
b. If such disclosure is necessary for the fulfillment of the obligations under this contract;
c. If this disclosure is a legal obligation;
d. If agreed in writing in advance by both parties.
Art.2. Confidential information will be used by the parties only for the purpose of performing the contract and will be disclosed only to the persons involved in the performance of the contract. Both the Supplier and the Beneficiary will not disclose to the third parties (parties not involved in the execution of the contract) without the consent of the other, any confidential data or information either during the execution of the contract or after its termination, except for the situations stipulated by the law, such information to state authorities / institutions is obligatory.
Art.3. The confidentiality obligation extends to the Employee's employees, collaborators, and any other person who comes into contact with the Supplier and who, through the nature of his or her activity, may become aware of information, data or documents relating to the Beneficiary's activity.
Art.4. Transmission or disclosure of information, data, documents, materials that constitute a secret of service, loss, possession of non-service duties, destruction, alteration or evasion of documents of such character, negligence resulting in one of these acts or given the possibility of another person to possess information, documents, materials that could jeopardize the interests of one of the parties, constitute serious violations sanctioned according to the laws in force.
Art.5. The Supplier agrees that in the event of breach of the above obligations, it will be liable for the direct damages caused to the Beneficiary within the limit of the contractual value.
Art.6. In order to carry out the contract and in order to perform the tasks by the Supplier, the Beneficiary expresses the consent that the Supplier, as a personal data operator, shall transmit for processing the necessary personal data to the third party service providers, in the to fulfill the contractual obligations. In this context, third-party vendors, as processors of personal data, concluded a Data Processing Agreement with the Supplier in accordance with Article 28 of EU Data Protection Regulation 679/2016 (GDPR). Examples of third-party suppliers, without limiting our stricto sensu, as processors, may be those billing, courier, CRM web applications, emailing services, data analysis services, and so on.
Art.7. The breach of the confidentiality clauses entitles the parties to consider the contract terminated without further formality. The party is also entitled to seek damages from the other party.
Art.8. During the monitoring process, the Supplier is required to comply with all the conditions imposed by the third party's data providers through the API services provided by them. Thus, by creating a monitoring account within Zelist Monitor platform, the Beneficiary understands and agrees that the data provided may be subject to policy changes without the Supplier's consent and at the same time the Beneficiary agrees to comply with the terms of use imposed by third party providers of these services in accordance with their own policies, as follows:
Facebook Terms and Conditions of Use: https://ro-ro.facebook.com/legal/terms
Instagram Terms and Conditions of Use: https://help.instagram.com/581066165581870
Chapter IX. Termination of the contract
Art.1 The contract may be terminated by:
) the written agreement of the parties;
) termination for failure to meet the conditions or time limits provided for in the contract by one of the parties if it fails to remedy the situation within 30 days of receiving written notice from the other Party on these matters;
) cessation of activity, liquidation or bankruptcy of one of the Contracting Parties
) unilateral denunciation under the conditions of Chapter XII
Chapter X. Litigation
Art.1 The parties are responsible for fulfilling all the obligations assumed by this contract, according to its provisions and according to the Civil Code and the Romanian Commercial Code.
This contract falls under the jurisdiction of Romanian laws. Any dispute arising from the performance of this contract and which can not be settled amicably will be referred to the competent courts.
Chapter XI. Force Majeure
Art.1 Force majeure exonerates the party invoking it.
Invoking force majeure can be done in the event of unforeseeable events occurring after the date of conclusion of the contract and the consequences of which are unjustified by the party invoking it. Such events are: war, natural calamities, strikes, legal restrictions, and any other event outside the party's control.
Art.2 Except as otherwise expressly provided herein, none of the parties to this contract shall be liable for the failure to execute on time and / or the right, in whole or in part, any of the obligations incumbent upon it under this contract.
Force majeure shall be communicated in writing to the other Party within 5 (five) days of occurence.
Art.3 Should either Party not comply with its contractual obligations within 30 (thirty) days of the invocation of force majeure, each Party shall have the right to notify the other Party of the termination of this Agreement without any of parties may claim the other damages.
Chapter XII. Unilateral termination of the contract and final provisions.
Art. 2 The unilateral termination of the contract by the Beneficiary before the end of contract duration, without any of the grounds for termination, may be done only with a 30-day prior notice and with compensation for the other party equivalent to 75%* of the uncovered and unpaid value of the contract (proportional calculation with full months until the contract would have matured).
Art. 3 * The Compensation for the uncovered and unpaid value, in the event of unilateral denunciation by the Beneficiary, does not apply in case of contracts for which the payment were made in advance or in case the tariffs applied did not benefit from special discounts (eg: voucher, volume discounts or discounts from the contractual duration)
