Terms and conditions

Welcome to Adsimple 

Thank you for choosing Adsimple as your business partner. This document outlines the Terms and Conditions (the "Terms") which you agree to when using our services. By accepting the terms and conditions, you acknowledge that you are aware of the conditions mentioned below and agree to them.

For the purposes of these Terms, "Adsimple" refers to two distinct parties:

1. Plamsys FZ – LLC, the company registered in Dubai, UAE, hereinafter referred to as the "Service Provider," represented by the General manager Rashid Hammad, on the other hand, collectively referred to as the "Parties," have entered into the present contract (hereinafter referred to as the "Contract") on the following terms:

2. Subscribed user to services also referred to as “Customer”

1. BASIC DEFINITIONS 

1.1. For the purposes of the present Terms and conditions, the following definitions shall apply:

Website - an informational resource with a unique URL address, consisting of interconnected web pages grouped by theme and designed for publishing information on the Internet.

Adsimple platform  - is a Self-service ad accounts management platform, which allows user to effortlessly oversee and manage advertising accounts worldwide, across all multiple ad networks

Advertising Systems (Platforms) - An advertising network, or advertising network/platform, connects businesses that want to run advertisements with websites that wish to host them. The principal attribute of an ad network is the gathering of ad options and different ad formats to match it with the advertiser's needs.

Advertising (Ad) - advertising, promotional and informational materials include but not limited: audiovisual works and/or static (with unchanging images), animated, graphic, text or text-graphic information blocks, placed on web pages on the Internet and can include a hyperlink code to the customer's websites.

Customer's advertising Account (Personal account or Account) - a virtual tool for the customer's personal self-service to configure the placement parameters of advertising on the Internet  through the platform.

Advertising Campaign - the period during which the placement of the Customer's advertising and/or the Customer's clients' advertising is carried out, commencing from the date of the first placement and ending on the date of the last placement of the Customer's advertising and/or the Customer's clients' advertising on the website.

Reporting Period - 1 (one) calendar month.

1.2. Other terms not defined in this section shall be interpreted in accordance with the applicable laws of The United Arab Emirates. In case of the absence of a clear definition of a term in the text of this Contract and/or in the applicable laws The United Arab Emirates, the interpretation of the term as established on the Internet (on relevant Internet resources) and in business practice shall apply.

 

2. CONTRACT SUBJECT MATTER

2.1 The Service Provider undertakes, on the Customer's assignment, to provide services to ensure placement of the Customer's and/or the Customer's clients advertising materials on the Internet (hereinafter referred to as "Services") through the usage of Advertising systems and Customer's advertising Account (Personal Accounts) via Adsimple platform.

The scope and term of rendered services, as well as other terms and conditions that are essential for the parties are determined by the Customer in the Personal Accounts within the advertising platforms.

2.2 To account for the volume and cost of services rendered by the Service Provider under this Contract by mutual agreement of the Parties may use independent systems of statistics, indicators and metrics of Advertising systems (services) through which the placement of advertising materials or tracking the volume of services rendered. In case of discrepancy between the data on the volume and/or cost of rendered services, provided by the Service Provider from the statistical systems, indicators and metrics specified in this clause, and the data on the volume and/or cost of rendered services, received by the Customer from the statistical systems, indicators and metrics specified in this clause, the Parties shall reconcile the data received in the personal account of the statistical systems and metrics specified in this clause to determine the volume of rendered services. In case of discrepancies in statistics, metrics and indicators of the Service Provider and the Customer, the system of Advertising systems (services) is considered to be the priority.

2.3 The Parties hereby confirm that they do not transfer, store, collect or process any additional users' personal data or that counterparties comply with all necessary regulations under the UAE Federal Law on the Protection of Personal Data (“PDPL”), as well as with local Personal data protection legislation of jurisdictions of advertising placement if applicable.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1 The Service Provider undertakes to:

3.1.1.  to provide the Customer and/or the Customer's clients with placement of advertising of the Customer and/or the Customer's clients, provide access to the Personal account of the advertising systems and services integrated on the platform to implement the possibility of launching their own promotional campaigns;

3.1.2. not to modify the initial promotional materials produced and transferred by the Customer for placement on the Internet.

3.1.3. to provide the Customer with information on the Services without delay;

3.1.4. to provide consultations and inform the Customer about the information that is necessary for the Customer to effectively provide placement of the Customer's and/or the Customer's clients advertising;

3.1.5. independently organize and pay for the placement of advertising of the Customer and/or the Customer's clients through available advertising systems;

3.1.6. pay for the Service Provider's services within the terms stipulated in clause 4.1. of the Contract. 

3.2 The Service Provider has the right:

3.2.1. at any time block the Account of the Customer and/or its client and suspend the provision of services under the Contract, if it is found that the Customer or its client uses the Account not for its direct purpose or posts promotional materials that violate the applicable laws or the rights of third parties and Advertising Policies of integrated Adnetworks;

3.2.2. in case of untimely payment for the services by the Customer, to suspend the provision of services or not to proceed with the provision of services to ensure the placement of promotional materials of the Customer and/or the Customer's clients until the Customer repays the debt for the previous periods;

3.2.3. to withdraw from the Contract in case of material breach by the Customer of the terms and conditions of the Contract. The Customer's material breach of the terms and conditions of the Contract is recognized as delay in payment for services for more than 5 (five) working days from the term established by this Contract. Unilateral out-of-court withdrawal from the Contract at the initiative of the Service Provider shall be formalized by sending an e-mail notification to the Customer 3 (three) calendar days prior to the expected date of withdrawal from the Contract.

3.2.4 In accordance with the principle of due diligence, the Service Provider may request documents confirming the legitimacy of the Customer's activities.

3.2.5 In case of receipt of the relevant request from the Internet site to the Service Provider to require from the Customer within 2 (two) working days, to provide copies of certificates and (or) licenses, if the advertised activity is subject to certification and (or) licensing in accordance with the current legislation in the territory of the UAE or the territory of the countries where the goods and services will be advertised.

3.2.6 Temporarily suspend the provision of services to the Customer under this Contract for technical, technological or other reasons preventing the provision of the Services for the period of elimination of such reasons.

3.3 The Customer undertakes:

3.3.1. to independently run its own advertising campaigns or campaigns of its clients in the Account (Personal account).

3.3.2. to pay for the services of the Service Provider rendered properly in a timely manner in accordance with the procedure established by the Contract.

3.3.3 The Customer undertakes to provide the Service Provider with other information necessary for the Service Provider for the proper fulfillment of its obligations and/or which will be requested from advertising networks / Advertising Data Operators and/or in connection with the entry into force of new requirements of the UAE legislation.

3.3.4. ensure timely provision, completeness, relevance and reliability of the information and data on promotional materials transmitted to the Service Provider. In case of changes in the provided Information and/or data on promotional materials, the Customer shall notify the Service Provider by e-mail and provide such changes.

3.4 The Customer is entitled to:

3.4.1. At any time to independently export from the personal account an electronic report indicating the statistics of placement of the Customer's promotional materials and/or the Customer's clients in the reporting period;

3.4.2. change the list of rendered services by performing the corresponding actions (cancel the advertising campaign/change the scope or list of services) in a Personal account via Adsimple plarform.

4. COST OF SERVICES AND PAYMENT PROCEDURE

4.1 Subscriptions and top-ups for advertising accounts can be made through integrated payment solutions. Fees for payment methods may vary and will be communicated prior to fund crediting. Clients are responsible for any transaction fees incurred. Subscriptions will be activated upon completion of the payment process and registration of the corresponding subscription. Your credit/debit card will be charged immediately upon completion of the payment process. Once the transaction is processed, we will send you an electronic receipt of the transaction to the email address you provide during the purchase or user registration process.

If you find any inconsistency in your billing, please contact us through our contact details or you can make the claim through the customer service of the corresponding payment platform.

If your card is declined, you will receive an error message. No payment will be charged to your card and no order will be processed. There may be a pending transaction on your account until your card issuing bank withdraws the authorization. This usually takes 2 to 5 business days. Your card may be declined for a number of reasons, such as insufficient funds, AVS (Address Verification System) mismatch, or you have entered an incorrect security code.

If your payment is declined, you will need to provide an alternative payment method or provide another card on which the payment can be loaded and processed.

All payments processed through our platform may be subject to third party processing fees. Adsimple platform is not obligated to cover these fees and may deduct any fees from top-ups added to an account.

Your payment information will be processed and stored securely and for the sole purpose of processing the purchase of subscriptions. Adsimple platform reserves the right to engage any commercially available payment platform that processes your data for the sole purpose of processing the purchase of subscriptions.

In the event of a payment dispute, Adsimple reserves the right to freeze the client's advertising account balance and may terminate cooperation immediately. Clients intending to dispute a charge must contact support@adsimple.me and can expect a response within 15 business days.

 

4.2 If a customer pays via wire transfer a 100% prepayment shall be made within 5 (five) business days from the invoice date. The Customer is responsible for the payment of all the transaction commissions and taxes. 

The Customer agrees that in the absence of prepayment the services shall not be rendered to the Customer.

4.3 All settlements under this Contract shall be made in the currency specified in the invoice for payment. 

4.4 The reporting period is 1 (one) calendar month.

4.5 The date of payment shall be the date of receipt of funds on the correspondent account of the bank servicing the Service Provider.

4.6 Not later than 15 (Fifteen) working days of the month following the Reporting period, the Service Provider undertakes to send to the Customer the Act on rendering services in the Reporting period signed and authorized by the Service Provider.

4.7 Within 5 (Five) working days from the date of receipt of the Customers Act on rendering services Customer is obliged to sign it and provide one copy to the Service Provider or within the same term to provide the Service Provider with a reasoned refusal to sign the Customers Act on rendering services. In this case the Service Provider undertakes to eliminate the identified defects at his own expense within the period additionally agreed by the Parties by e-mail. The Customers Act on rendering services shall be signed by the Parties after the elimination of the identified defects within the same terms as specified above.

4.8 In case the Customer does not sign Act on rendering services to the Service Provider within 5 (Five) working days from the date of receipt or does not provide a reasoned refusal to sign the Act on rendering services within the same term, the services specified in the Act on rendering services shall be deemed to have been rendered in full compliance with the terms and conditions of this Contract and fully accepted by the Customer.

4.9 In case the Customer violates the term of payment for services under this Contract, the Service Provider shall have the right not to start rendering services or to suspend rendering of services until the Customer eliminates the violation, as well as to charge the Customer a penalty at the rate of 0.3% (zero point three percent) of the unpaid in time amount of the cost of services under the relevant invoice for each day of delay in payment.

5.LIABILITY OF THE PARTIES

5.1 For non-fulfillment or improper fulfillment of obligations under this Contract, the Parties shall be liable in accordance with the procedure stipulated by the legislation of UAE. The Parties have established that in case of breach of obligations under this Contract, which caused losses to one of the Parties, only real damage shall be compensated.

5.2 The Service Provider shall not be liable for the content and accuracy of the Customer's and/or its clients' advertising materials, including the infringement of exclusive rights to the results of intellectual activity and equivalent means of individualization of a legal entity, means of individualization of goods, as well as other information.

5.3 Within the framework of this Contract the Customer is responsible as an advertiser, as he independently determines the object of advertising and the content of advertising, he bears full responsibility for non-compliance with the validity and current legislation of the UAE and local legislation of the jurisdictions of advertising placement. The Customer guarantees that the advertising provided and placed in accordance with the legislation, as well as  It do not violate the legal rights and intellectual property rights of third parties, including but not limited to: copyright and related rights, patent rights, rights for trademarks, service marks, etc. as well as are not defamatory, unethical and do not violate the rights of individuals depicted in them, the rights of citizens and legal entities to honor, dignity and business reputation.

5.4. The Customer is fully and unconditionally responsible for the content of the posted advertising and guarantees that the advertising materials comply with the advertising legislation, civil, administrative and criminal legislation and ethical standards of the jurisdictions where advertising will take place. The Customer guarantees that the advertisement does not contain offensive images, insults, calls to violence, political statements, advertising of prohibited goods and services and other prohibited content. In the event of a breach of the above paragraph, the Service Provider may immediately suspend the provision of services under the Contract. 

5.5 The Customer bears full responsibility for the advertising and in case of claims, disputes, penalties imposed by third parties and / or regulatory authorities in connection with the content of the Customer's promotional materials and / or the Customer's clients the Customer shall independently settle the resulting claims / demands / disputes, compensate the Service Provider for the amounts of fines and / or other expenses of the Service Provider on the basis of copies of documents confirming their amount, and also undertakes to compensate the Service Provider for the documented negative consequences associated with the placement of promotional materials of the Customer and / or his clients.

5.6. The Service Provider is not responsible for the lack of access to the places of placement of promotional materials or removal of the Customer's and/or his clients' promotional materials by the administrators of these resources and/or other negative consequences that are related to the placement of the Customer's or his client's promotional materials on the Internet resources.

5.7 The Customer guarantees that the information provided to the Service Provider for the purposes of KYC procedure and compliance with the Law of UAE is complete and correct, otherwise the Service Provider shall have the right to demand from the Customer compensation of losses caused to the Service Provider and/or suspend the provision of services until the Customer provides correct and complete information.

5.8. The Customer undertakes to reimburse to the Service Provider within 30 (thirty) working days the property losses in the amount of the sums of judicial, other expenses incurred by the Service Provider, paid fines, related to court or involvement of the Service Provider by the authorized state bodies as a participant in the case of administrative offense or violation of the legislation on advertising, in connection with the Customer's failure to comply with his obligations under this Contract.

5.7 The Customer undertakes to reimburse within 14 (fourteen) working days from the moment of receipt of a written request from the Service Provider, the Service Provider property losses in the amount of the sums of additional taxes and/or fines/penalties charged by the tax authority in respect of the Service Provider in connection with the recognition of the Service Provider's expenses for the purchase of advertising in the advertising network (service) for the purposes of execution of this Contract as unreasonable, if the basis for the recognition of expenses as unreasonable was the use or provision by the Service Provider of the advertising network (service) for the purposes of execution of this Contract.

5.8 The Customer guarantees compliance with the requirements of the current legislation to the content and form of advertising materials and materials provided by the Customer to the Service Provider for the production of advertising materials and/or websites, as well as to the use of intellectual property objects included in the advertising materials and materials provided by the Customer and/or the Customer's Client to the Service Provider for the production of advertising materials and/or websites, the legal legitimacy of the use of logos, names of the authors/rights holders of the advertising materials and materials provided by the Customer to the Service Provider for the production of advertising materials and/or websites.

The Customer shall bear all settlements with authors/right holders in respect of advertising materials provided by the Customer under this Contract independently.

 

5.9 If the content of the advertising materials provided by the Customer under the Contract was the basis for claims, lawsuits and/or orders to pay penalties from state authorities and/or third parties (advertising distributors, advertising producers) against the Service Provider or third parties (advertising distributors, advertising producers), the Customer undertakes to provide the Service Provider with all requested information related to the placement and content of advertising materials, to assist the Service Provider in settling such claims

6. FORCE MAJEURE CIRCUMSTANCES

6.1 The Parties shall be released from liability for partial or full non-fulfillment of obligations under this Contract, if such non-fulfillment was caused by circumstances that could not be prevented by reasonable measures, beyond the control of the Parties and occurred after the signing of this Contract (hereinafter referred to as "force majeure circumstances"). Force majeure circumstances include: earthquake, flood or other natural disasters, as well as accidents, fires, war, insurrection, strike, issuance of legal acts of state and municipal bodies, actions (inaction) of state and municipal organizations and other force majeure circumstances preventing the provision of services under the Contract as a whole.

6.2 The Party referring to force majeure circumstances shall notify the other Party of the occurrence of such circumstances in writing within 5 (Five) business days of the occurrence of such circumstances, attaching, if necessary, documents of competent authorities or duly certified copies thereof (except for cases when such circumstances are common knowledge in the respective territory). The said notification shall contain data on the nature of force majeure circumstances, as well as on the assessment of their impact on the fulfillment by the Party of its obligations under this Contract as a whole.

6.3 Failure to notify of such circumstances shall deprive the Party of the right to refer to them in case of breach of obligations under this Contract.

6.4 If the force majeure circumstances are continuous for 1 (One) month, this Contract or the relevant Annex to it may be terminated at the request of any Party after full settlement.

7. TERMS OF CONFIDENTIALITY OF THE CONTRACT

7.1 Any information on commercial activities, new solutions and technical knowledge of the other Party received by the Party in the course of execution of this Contract shall be confidential and shall not be disclosed to third parties without the written consent of the other Party.

7.4. The Parties acknowledge that an unauthorized disclosure or use of Confidential Information by a Party may result an immeasurable and irreparable harm or damage to disclosing Party and monetary damages alone would not be adequate. If there is a breach or threatened breach to this Section, the disclosing Party shall have, in addition to any and all remedies at law, the right to seek for specific performance and other injunctive and equitable relief to protect its Confidential Information.

8. DISPUTE RESOLUTION PROCEDURE

8.1. In case of any disputes related to the fulfillment of this Contract, the Parties shall follow the pre-trial claim procedure of dispute settlement. Pre-trial claim procedure of dispute resolution is obligatory for the Parties, the term of response to the claim is 15 (Fifteen) calendar days from the moment of its receipt.

8.2 If the Parties fail to settle any dispute by means of negotiations, it will be passed by the Parties to the Courts of Dubai, UAE.

9. TERM OF THE CONTRACT 

9.1 The term of this contract is indefinite unless one of the parties wishes to terminate the contract;.

9.2 Either Party shall have the right to terminate this Contract by notifying the other Party in writing at least thirty (30) calendar days prior to the expected date of termination of the Contract. In case of early termination of the Contract, the Parties shall make mutual settlements within 5 (Five) business days from the date of receipt of the relevant notice of termination of the Contract.

 

10. OTHER CONDITIONS

10.1 The Parties have the right to amend and supplement the Contract by mutual agreement. All amendments and additions to the Contract shall be an integral part thereof and shall be valid only if executed in writing and signed by both Parties.

10.2 Any notices, communications and other documents stipulated by this Contract may be sent by one Party to the other Party by e-mail or via Adsimple platform. Notices, documents, messages sent by e-mail shall have legal force. 

E-mail addresses for sending letters and legally significant messages:

On the Customer's side of the domain address is the one used during registration process on adsimple platform.

On the part of the Service Provider the domain addresses @adsimple.me. 

By legally significant messages the Parties understand including, but not excluding, notifications concerning rendering of the Services under the Contract, as well as confirmation of the scope of the Services by the Customer.f

The Contract, additional agreements to the Contract, acts on rendering of services, invoices signed and sent by e-mail as a scan copies of facsimile signed documents will be legally valid until receipt of original documents stamped and signed by authorized persons. 

10.3 Electronic document flow is carried out by the Parties using the electronic document flow system agreed by the Parties via DocuSign Signature platform.

The Parties acknowledge the documents in electronic form signed by the Electronic Signature of the Parties' authorized representatives and transmitted by the Parties in accordance with this Section of the Contract to be in writing and equal to the documents on paper, signed by the signature of the Parties' authorized representatives and sealed with the Parties' seals, if the Parties use a seal (regardless of whether such documents exist on paper or not).

The Parties recognize that any actions performed by the owner of the electronic signature key certificate are actions performed on behalf of a Party to thisContract. An electronic document signed with an Electronic Signature through the DocuSign eSignature platform shall be deemed to be officially signed by a Party.

The use of electronic document flow system by the Parties shall come into effect from the moment each Party confirms this possibility in writing or by sending an invitation to exchange electronic documents..

The Parties have agreed that in all electronic documents signed by Electronic Signature effective from the date of signing, in case the date of their signing does not coincide with the date specified  in the document, the Parties shall consider that the terms and conditions of such documents apply to the Parties' relations arising from the date specified in the document.

10.4 This Contract is made in 2 (two) copies in English, one for each of the Parties. Both copies are identical and have equal legal force.

10.5 Neither Party shall have the right to assign its rights and/or obligations under this Contract to third parties without prior written consent of the other Party.

10.6. The Parties undertake to notify each other as soon as possible of changes in their address (location), bank details, telephone numbers (telefaxes), e-mail addresses and change of authorized representatives.

10.7 The invalidity of any of the terms and conditions of this Contract  shall not entail invalidity of the Contract  as a whole.

 

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