One Crypt
on the one hand, hereinafter referred to as the “Contractor”, guided by
goodwill, freedom-of-contract doctrine and mutual benefit, the norms of law of
the United Kingdom, places this offer for general public (advertisers) on the
Internet resource https://onecrypt.link, which conditions are given below, to
conclude a Paid Services Agreement.
The
Counterparty to this Agreement, hereinafter referred to as the “Customer”,
guided by goodwill, freedom-of-contract doctrine and mutual benefit, and the
laws of the United States, voluntarily agrees to enter into this Paid Services
Agreement and fully accepts its conditions (acceptance), with the rights and
obligations of the Parties and all its conditions, which are set forth below as
follows:
1. SUBJECT
OF AGREEMENT
1.1.Under
this Agreement, the Customer orders and the Contractor undertakes to provide
the Customer with services for the promotion of advertisement on the Internet,
as well as related services of intermediary and marketing nature, and the
Customer undertakes to accept and pay for the services rendered by the
Contractor in the manner and within the time frame set forth in this Agreement.
Interaction
between the Customer and the Contractor shall be based on the principles of
equality of the Parties and legality. The Parties established that during the
performance of their obligations the they shall proceed from the fiduciary
nature of the relationship governed by this Agreement and its Appendices.
In order to
fulfill the obligations under this Agreement and in accordance with Customer's
order, the Contractor shall provide the following on a fee basis:
a) services
for promotion of Customer's advertisement on the Internet by using the
capabilities of the Traffic Light CPA CRM system on the Internet, which can be
accessed at: https://onecrypt.link, as well as other Internet resources by
placing information or active links to it directly or by other means;
b)
intermediary services of a technical nature for the processing and registration
of target actions committed by potential clients in respect to the placed
advertisement;
c)
marketing services, namely the study of the market segment selected by the
Customer in order to assess it, to study trends (trends), to study the
competitive environment for the effective conduct of business by the Customer.
The
interaction between the Customer and the Contractor is carried out through the
Customer's account registered in the One Crypt CPA CRM system.
1.2.
Conclusion (signing) of this Agreement indicates the full voluntary agreement
of the Customer on the conditions, scope and type of services provided by the
Contractor, as well as on the term, procedure and amount of their payment by
the Contractor under this Agreement.
In this
case, the achievement of a certain result in the form of increased sales,
profits, etc. as a result of the services provided by the Contractor under the
Agreement is not the subject of this Agreement.
1.3. The
Contractor is entitled to unilaterally change the negotiated scope of services,
conditions of their provision or payment procedure and terms by publishing the
text of the Agreement with amendments to its conditions on the web-site:
https://onecrypt.link. If the Customer does not agree with the introduced
changes, the Agreement is considered to be terminated on the initiative of the
Customer from the date of publication of the text of the Agreement with changes
on the web-site: https://onecrypt.link.
2. RIGHTS
AND OBLIGATIONS OF THE PARTIES
2.1.
Obligations of the Contractor:
2.1.1.
During the validity period of this Agreement, in accordance with conditions
hereof, the Contractor undertakes to provide timely and high-quality services
to the Customer in terms of placement and promotion of advertisement on the
Internet, as well as related services of intermediary and marketing nature. The
Contractor renders the aforementioned services on the basis of the Customer's
advertising information materials (AIM) provided by the Customer through
technical channels of communication.
2.1.2. The
Contractor undertakes to use the information and other materials provided by
the Customer only for the purpose of fulfilling the conditions of this
Agreement.
2.1.3. The
Contractor undertakes to use the means of identification of the Customer, his/her
goods or works (services) performed by him/her (trademarks (brand names), trade
name and (or) logo of the Customer), intellectual property, confidential
commercial information and personal data solely for the purpose of fulfilling
the obligations under this Agreement. Committing intentional acts interfering
with the specified objects is prohibited.
2.2. Rights
of the Contractor::
2.2.1.
Subject to the Customer's consent, the Contractor may engage third parties
(co-executors) to provide services under this Agreement in order to fulfill the
obligations under this Agreement.
2.2.2. The
Contractor has the right to refuse to place and promote (stop the placement and
promotion) of advertising and information materials of the Customer in case of
their non-compliance with the legislation of the Irish Republic, as well as in
case of non-payment of funds by the Customer on the deposit account of the
Customer in the prescribed period.
2.2.3.
Under this Agreement, the Contractor is not obliged to carry out activities to
verify the fidelity of the Customer, the legality of his/her business
activities and the content of advertising and information provided materials on
their compliance with the Law, including on the consumer properties and quality
of these goods and services and other characteristics.
2.2.4. The
Contractor shall not be liable for bad faith of the Customer, the Customer's
failure to fulfill or improper fulfillment of obligations to counterparties and
third parties under agreements entered into as a result of placement and
promotion of the Customer's goods and services, including the failure to
fulfill or improper fulfillment of obligations to deliver goods, its payment,
etc., as well as when these parties (the Customer, his/her contractors, third parties)
commit illegal actions when fulfilling obligations under their agreements. In
this case, the Contractor is not a party to such agreements.
2.2.5. The
Contractor shall have the right to debit payments from the Customer's account
deposit for the services provided by him under this Agreement. If the amount of
funds on the Customer's account deposit falls below the permanent amount of the
deposit, as well as if the current balance is below the average daily
expenditure of funds for the last 3 (three) calendar days, the Contractor has
the right to block the account activity until the Customer replenishes the
deposit to the required amount.
2.2.6. The
Contractor has the right to charge a subscription fee of 150 (one hundred and
fifty) US dollars or 120 (one hundred and twenty) Euro for the use of the
Customer's account in the One Crypt CPA CRM system in case of absence of target
actions of potential clients confirmed by the Offer Layout Owner and lack of
logins into personal account within 6 months. Payment shall be made in Euros at
the official rate of the Bank of the Republic of Ireland on the date of
payment. In this case, the amount of write-off cannot exceed the actual balance
of funds on the Customer's account balance.
2.3.
Obligations of the Customer:
2.3.1.
Within 3 (three) working days from the date of signing this Agreement, using
technical channels of communication, the Customer shall provide advertising and
information materials (AIM), including in the form of an “Offer Layout”,
regarding a particular product, product or service sufficient to perform the
Contractor's obligations under this Agreement and guarantee their compliance
with the legislation of the Republic of Ireland, including on copyright and
related rights, on advertising, on personal data, absence of violations of
criminal, administrative legislation. The specified advertising and
informational materials (AIM) are retained in the Customer's account located in
the One Crypt CPA CRM system. The Customer controls and is responsible for the
accuracy and timely reflection of the information in his/her account, located
in the One Crypt CPA CRM system.
2.3.2. The
Customer shall be obliged to pay for the services of the Contractor under this
Agreement in a timely manner, in the amount, in the manner and within the time
frame set forth in clause 3.1. of the Agreement, to place funds on deposit of
his account in sufficient amount to ensure appropriate payments for the
services rendered by the Contractor under this Agreement. The Customer shall
not allow the amount of funds on deposit account to decrease less than the
amount of the permanent deposit amount, as well as less than the amount of the
average daily expenditure of funds for the last 3 (three) calendar days. The
Customer's obligation to pay for the services of the Contractor is considered
properly fulfilled from the date of receipt of the amount of money due for
payment to the current account of the Contractor.
2.3.3. The
Customer shall be solely responsible for the accuracy and compliance of
advertising and information materials with the legislation of the United
Kingdom provided by him/her to implement the obligations of the Contractor
under this Agreement, as well as bear full responsibility for the content and
results of his/her business activities under the agreements entered into as a
result of placement and promotion of advertisement by the Contractor, both to
the contractors and to third parties.
2.3.4. The
Customer shall notify the Contractor in case of shutdown (partial shutdown) of
the Customer's web-site or targeting system used in the advertising, through
technical channels of communication within 1 (one) working hour from the moment
when the he/she detects the presence of such a problem. If the Customer
violates the provisions of this clause of the Agreement, the Contractor shall
have the right to demand reimbursement of expenses incurred by him/her in
connection with such a violation.
2.3.5. The
Customer shall notify the Contractor of any complaints about the quality of the
services by sending a written notification through the technical channels of
communication not later than 5 (five) days from the date of the potential
client's taking the appropriate action in the Contractor's CRM system. If there
are no such complaints within the specified period, the service is considered
properly rendered and payable in full.
2.3.6. In
the event the Customer cancels payment for a target action in the One Crypt CPA
CRM system, the Customer shall not be entitled to use the information received
under this Agreement about the potential client within 30 (thirty) days from
the date of such cancellation. In case the Customer commits these actions,
he/she shall pay a fine to the Contractor in double the amount of the
Contractor's service fee, based on data from the CRM system.
2.4. Rights
of the Customer:
2.4.1. The
Customer has the right to monitor the performance of obligations under this
Agreement at any time. In this case, the Customer may independently use any
means available to her/him, to exercise control at his convenience, but without
direct interference in the activities of the Contractor.
2.4.2. The
Customer has the right to unilaterally withdraw from the obligations under this
Agreement subject to advance notice to the Contractor of the date of
termination of the Agreement through technical channels of communication and
payment of actual costs incurred by the Contractor
3. COST,
PAYMENT AND SERVICE ACCEPTANCE PROCEDURE
3.1. The
Contractor's fee shall be paid from the date of signing the Agreement from the
funds deposited in the account in the One Crypt CPA CRM system by the Customer,
and shall be calculated by the One Crypt CPA CRM system at the time of the
transaction, confirmed by the Customer. In this case, the permanent deposit
amount is not less than 100 euros and is deposited by the Customer to his/her
account on the web-site https://onecrypt.link. The date of payment for services
(in full or in part) under this Agreement shall be the date of the operation of
writing off funds by the Contractor from the Customer's account deposit,
located on the web-site https://onecrypt.link.
3.2.
Calculation of cost and payment for services rendered under this Agreement
shall be made in Euros or in U.S. dollars.
3.3. The
validity of the write-off of funds in payment for the services rendered by the
Contractor and the fact of proper provision of services is confirmed by the
absence of complaints of the Customer within 5 (five) days from the date on
which the potential client has made the respective action in the Contractor's
CRM system.
3.4. Change
of the procedure of payment for the Contractor's services and other essential
conditions is made by the Contractor unilaterally by publishing the text of the
Agreement (offer) with changes in its conditions on the web-site
http://onecrypt.link. If the Customer does not agree with the introduced
changes, the Agreement is considered to be terminated on the initiative of the
Customer from the moment of publication of the text of the Agreement with
changes on the web-site: https://onecrypt.link.
3.5. The
services are considered to be rendered when the Customer pays for the target
action in the One Crypt CPA CRM system.
4.
AGREEMENT VALIDITY PERIOD, PROCEDURE FOR ITS CONCLUSION
4.1. The
Agreement shall be deemed signed by the Customer and shall come into force from
the moment of its registration in the CRM system on the web-site
https://onecrypt.link and shall be valid for 1 year with the right to prolong
its validity each time for 1 month in case none of the Parties declared its
termination 5 days before the termination date of this Agreement.
4.2. The
Agreement is considered to be concluded after the Customer gets acquainted with
its conditions and Appendices, published on the web-site https://onecrypt.link,
by registering the Customer in the Contractor's CRM system on the web-site
https://onecrypt.link, and step-by-step clicking on the link “Conclude the
Agreement” until he/she sees the notification “The Agreement is signed
successfully”.
5.
LIABILITY OF THE PARTIES FORCE MAJEURE
5.1. The
Parties shall be liable for non-performance or improper performance of the
conditions of this Agreement in the manner prescribed by this Agreement and the
legislation of the Republic of Ireland. If the Contractor is unable to fulfill
his obligations due to the Customer's fault, the services shall be payable in full.
5.2. The
Contractor shall not be liable to third parties for the content of the Offer
Layout, advertising and information materials provided by the Customer to
fulfill the obligations under this Agreement, as well as for property damage
and moral harm caused by the use of the specified information by third parties
after its placement and promotion on Internet resources. The Contractor shall
not be liable for unlawful actions of third parties related to the use of this
information.
5.3. The
Contractor is not liable for any interruptions in Internet access to the
Internet resources where the Customer's AIMs are located.
5.4. The
Parties shall be exempt from liability for full or partial failure to perform
their obligations under this Agreement if such failure is caused by force
majeure circumstances (the “force majeure”), i.e. extraordinary and unavoidable
circumstances under the given conditions, including mass riots, terrorist acts,
sabotage, wars, prohibitive actions of governmental agencies, natural
disasters, fires, accidents and other force majeure circumstances. The fact of
occurrence of these circumstances and their duration has to be documented.
5.5. The
Parties shall notify each other of the existence of force majeure circumstances
in written form within five (5) business days of their occurrence. If
occurrence of such force majeure circumstances directly affected the
performance of obligations by the Parties within the time period set forth in
this Agreement, such time period shall be extended proportionately by the
duration of such circumstances.
6.
TERMINATION OF THE AGREEMENT
6.1. The
Agreement may be terminated early as agreed by the Parties or at the initiative
of one of the Parties by sending each other warnings in the form of written
notices thereof through technical channels of communication.
6.2. As
agreed by the Parties, the Agreement shall be deemed terminated on the date
agreed upon by the Parties and specified in the notice of termination.
6.3. Upon
termination of the Agreement on the initiative of one of the Parties, the
initiator of the termination of the Agreement shall notify the other Party of
his/her decision in writing through technical channels of communication at
least 5 (five) calendar days prior to its actual termination. The date of
unilateral termination has to be specified in the written notice of termination
of the Agreement.
6.4. In
case of termination of this Agreement on the initiative of the Customer, the
he/she shall pay the Contractor for the documented costs incurred and the
services actually rendered under the Agreement.
7. DISPUTE
RESOLUTION PROCEDURE
7.1.
Disputes and disagreements arising from the obligations of the Parties under
this Agreement shall be resolved by negotiation and through a complaint
procedure.
7.2. The
written complaint shall be sent to the Party through technical channels of
communication and shall be processed within 14 (fourteen) calendar days from
the date of receipt. If the complaint is not processed within the specified
period it is considered denial of the complaint.
7.3. If the
Parties fail to agree, any dispute arising under or in connection with this
Agreement, including any question regarding its existence, validity or
termination, shall be submitted to and finally resolved by arbitration under
the Rules of the London Court of International Arbitration (LCIA), where such
Rules shall be deemed an Appendix to this Agreement by virtue of reference
thereto. The Parties agree that the arbitration court will consist of three
arbitrators and that the arbitration will take place in London in the English
language.
8. FINAL
PROVISIONS.
8.1. This
Agreement has mandatory Appendices No. 1-4: 1) Agreement to Provide Offer
Layout; 2) Consent to Process Personal Data; 3) Confidentiality Agreement; 4)
Terms.
8.2. The
Agreement and its Appendices contain the exhaustive list of obligations of the
Contractor and the Customer.
8.3. The
Parties undertake to notify each other of any changes in legal entity details,
bank details, legal, postal, electronic addresses, phone numbers, change of
permanent executive body within 1 (one) business day from the date of the
change through technical channels of communication.
9. CUSTOMER
DETAILS.
One Crypt
()
Web-site:
https://onecrypt.link/
Email address: admin@onecrypt.link