The Company referred to in these Terms and Conditions is SatuData, which is registered under the Dutch Chamber of Commerce with the registration number 94570310 and is registered for VAT purposes under the account NL866822422B01. Throughout this document, "SatuData" will be used to denote the Company, unless the context requires otherwise.
References to any legislation pertain to that legislation as amended or re-enacted from time to time, including all regulations and statutory instruments issued under it.
References to "dollars" or "$" denote US Dollar currency.
In case of any inconsistency between this agreement, the insertion order, or any other incorporated document or attachment, the following order of priority will apply:
Advertisement refers to the advertiser’s proprietary advertising materials, including but not limited to banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, emails, graphic files, and other online media intended for publication and/or distribution through the SatuData affiliate network.
Advertiser means you, the entity described in the insertion order, including your successors, assigns, or any agent acting with your authority.
Advertising materials includes any intellectual property, artwork, copy, animations, or active URLs used for the advertisements.
Agreement refers to this document together with the insertion order.
Confidential information includes any information disclosed to the advertiser, directly or indirectly, or otherwise acquired in relation to this agreement, whether oral, visual, written, or in any other medium.
Deliverables refer to the requirements specified in the insertion order for payment based on clicks, impressions, leads, or acquisitions per advertisement.
GST has the meaning assigned to it in the Goods and Services Tax Act 1999 (Cth).
Insertion order refers to the order submitted by the advertiser to SatuData for publishing advertisements on the SatuData affiliate network.
Intellectual property encompasses copyrights, statutory, common law, or equity rights related to inventions (including patents), registered and unregistered trademarks, registered and unregistered designs, domain names, and other intellectual property rights in various fields.
Intellectual property rights include all intellectual and commercial property rights worldwide, such as copyrights, trademarks, designs, patents, know-how, and trade secrets, whether existing or not, registered or registrable, including applications for registration and renewals.
SatuData affiliate network refers to SatuData’s registered third-party affiliates, publishers, and related technology and software.
Publish or published means SatuData making the advertisement accessible to the public on websites, via email, SMS, or any other approved media as specified in the insertion order.
Services means the services provided by SatuData to the advertiser as detailed in the insertion order.
Service fees are the fees charged by SatuData for providing the services as outlined in the insertion order.
Websites refers to the websites operated by SatuData or the SatuData affiliate network.
Unless the context requires otherwise.
This agreement will begin on the launch date and end on the campaign end date as outlined in the insertion order, unless terminated earlier in accordance with clause 11.
The advertiser must submit an insertion order to SatuData for any advertisement they wish to have published through the SatuData affiliate network under this agreement.
Each insertion order submitted by the advertiser must include the following details:
SatuData will provide the following information regarding the insertion order at its discretion:
An insertion order is considered accepted upon the earliest of the following:
Any request to modify an insertion order must be submitted to SatuData in writing and may be approved at SatuData's sole discretion.
In exchange for the services provided by SatuData, the advertiser agrees to pay:
SatuData will issue a tax invoice for services twice a month, with payment due within fourteen (14) days from the invoice date. Prompt payment is crucial.
The advertiser acknowledges that service fees are exclusive of any applicable GST, and SatuData is entitled to add GST to the invoice.
If indicated in the insertion order, the advertiser agrees to authorize SatuData to make direct debits from the advertiser’s nominated credit card or bank account for service fee payments.
Interest on overdue invoices will accrue daily from the due date until payment is received, at a rate of ten percent (10%) per annum. SatuData may choose to compound this interest monthly, both before and after any judgment. The advertiser acknowledges that these interest charges and additional amounts are a reasonable estimate of SatuData’s losses, damages, costs, and expenses resulting from delayed payment.
The advertiser agrees to register on the websites as of the date of this agreement. The advertiser acknowledges and agrees to the following:
SatuData and the SatuData affiliate network will not be liable, directly or indirectly, for failing to deliver notices due to inaccurate account information.
The advertiser acknowledges that SatuData or the SatuData affiliate network may occasionally use third-party service providers for tracking services. The advertiser agrees not to intentionally modify, circumvent, impair, disable, or otherwise interfere with any tracking codes necessary for providing these services.
On or before the start date specified in the insertion order, the advertiser must submit to SatuData the following (where applicable):
If SatuData does not receive the required materials by the start date specified in the insertion order, SatuData will charge the advertiser on a pro rata basis from the start date for each full day the materials are not received, based on the full insertion order (excluding performance-based, non-guaranteed media placements).
The advertiser warrants that the advertisements:
SatuData may, at its sole discretion, reject or remove any advertisements from the website that do not comply with these requirements.
SatuData will not amend, edit, or modify the advertisements (including resizing) unless specified in the insertion order or with prior written approval from the advertiser.
The advertiser may request specific locations for the placement and/or distribution of advertisements as outlined in the insertion order.
However, despite any such request, the SatuData affiliate network retains absolute editorial control over the positioning, placement, frequency, and other editorial decisions related to the advertisement at its sole discretion.
The advertiser agrees that SatuData is not liable for any failure by SatuData or the SatuData affiliate network to adhere to the terms of the insertion order.
SatuData will provide written confirmation to the advertiser that the advertisement has been published.
SatuData may, at its sole discretion, provide reports to the advertiser regarding the number of impressions, clicks, costs, and any other matters specified in the insertion order.
Both parties acknowledge the importance and value of each other's intellectual property (including any intellectual property licensed to either party) and agree that it remains the property of the owning party.
Each party agrees that it has no right, title, or interest in the intellectual property of the other party and:
The advertiser agrees to maintain the confidentiality of SatuData's confidential information.
The advertiser must:
The confidentiality obligations in this clause will not apply to information that:
The confidentiality obligations under this clause will continue to apply even after the termination of this agreement.
Without limiting any other rights it may have, SatuData may terminate this agreement by providing written notice to the advertiser under the following circumstances:
In addition to any other rights SatuData may have, if SatuData or the SatuData affiliate network has published an advertisement or initiated an insertion order before or at the time of termination, the advertiser is required to pay the cancellation rates specified in the insertion order.
SatuData warrants to the advertiser that:
To the fullest extent permitted by law, SatuData excludes all liability for loss of data, business interruption, or any consequential or incidental damages.
Under Dutch consumer law as specified in Schedule 2 of the Competition and Consumer Act 2010 (Cth), SatuData excludes all representations, warranties, or terms (whether express or implied) except those expressly stated in this agreement.
SatuData’s total aggregate liability for all claims related to this agreement is limited to ten percent (10%) of the fees paid by the advertiser in the calendar month immediately preceding the date of the claim.
The advertiser acknowledges and agrees that SatuData is not liable for any act or omission by the SatuData affiliate network. To the fullest extent permitted by law, SatuData and the SatuData affiliate network will not be liable to the advertiser for any direct or indirect consequential loss, including loss of profits, business opportunities, or goodwill, however arising (including through negligence).
The advertiser further acknowledges and agrees that it is solely responsible for the advertisement and all advertising materials provided to SatuData.
If the services provided under this agreement are classified as being supplied to the advertiser as a 'consumer' under Dutch consumer law, SatuData limits its liability for all claims to, at its discretion:
The advertiser agrees to indemnify and hold harmless SatuData from any damages, liabilities, claims, losses, or expenses incurred, directly or indirectly, by SatuData and/or the SatuData affiliate network as a result of any breach of this agreement or in connection with the publishing or non-publishing of the advertisement.
Additionally, the advertiser will indemnify and hold harmless SatuData and the SatuData affiliate network from any damages, liabilities, claims, losses, or expenses incurred, directly or indirectly, by SatuData resulting from:
The advertiser acknowledges that SatuData maintains proprietary relationships with the SatuData affiliate network and agrees not to bypass this relationship. During the term of this agreement and for six (6) months following its termination or expiration, the advertiser will not solicit, purchase, contract for, or obtain services similar to those provided by SatuData from any person or entity within the SatuData affiliate network.
The advertiser agrees that monetary damages alone will be insufficient to address any breach or threatened breach of this section 15. Therefore, SatuData is entitled to:
Notices must be sent to the other party by prepaid post or registered mail to the addresses specified in the insertion order. Notices will be deemed to have been received three (3) business days after posting, unless sent by facsimile, in which case the notice will be considered received on the date shown on the sender’s transmission report.
This agreement does not establish, and should not be interpreted as establishing, any partnership, joint venture, employment, agency, or trust relationship between the parties. Neither party has the authority to bind the other party in any manner.
Neither party may assign its rights or obligations under this agreement without obtaining prior written consent from the other party.
SatuData reserves the right to amend these terms at its sole discretion. Any amendments will be uploaded to SatuData’s website, and the revised terms will supersede any prior versions.
No waiver of any provision of this agreement by either party will be deemed a continuing waiver of any other provision, unless it is made in writing and signed by the party against whom the waiver would be enforced.
If any part of this agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect for the duration of this agreement.
These terms constitute the entire agreement between the parties concerning its subject matter and supersede all prior agreements, representations, negotiations, and correspondence.
These terms will be governed by the laws of New South Wales, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of that state.