GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF FORESTVIEW ADVERTISING SERVICES
1 These Terms and Conditions along with the clauses specifically agreed in a Work Order executed between a) “Forestview Internet and Marketing Single-Member limited liability company” trading as “Forestview”, seated at 7 Kavalieratou Street, Kifissia, with T.I.N. 997952544, hereinafter referred to as “the Company”, and b) its counterparty as per the aforementioned Work Order, hereinafter referred to as “the Advertised Party” constitute the entire agreement (the “Agreement”) between the above parties (“the Parties”).
2 The Company operates in online services for advertising and marketing, website design, coordination and online campaigns for promoting the products and services of advertised parties and in surveying the advertising market for the advertised parties.
3 The Advertised Party has entered into the Agreement by signing the Work Order into which these Terms and Conditions are incorporated by reference and wishes to promote its own and/or its clients’ advertising messages, whether in text or image form, through the creation of websites and/or via search engines and online apps and tools, in order to attract more visitors/users to its and/or its clients’ websites (the “Websites”) and to promote the products or/and services it provides and in general the actions it takes through these.
4 BY ACCEPTING THESE TERMS & CONDITIONS BY EXECUTING A WORK ORDER THAT REFERENCES THESE TERMS & CONDITIONS OR BY USING THE SERVICES, THE ADVERTISED PARTY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.
IF THE ADVERTISED PARTY DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, THEY MUST NOT ACCEPT THESE TERMS & CONDITIONS AND MAY NOT USE THE SERVICES.
Server: Means the necessary technological infrastructure (Hardware – Software) for the programming, transmission and measurement of Advertising Campaigns and actions of Internet users, whether of the Media category (1st Party) or the Client category (3rd Party).
Advertised Product: Brand / Product / Search Campaign
Advertising Campaign: Means the presentation and display of advertising messages of the Advertised Party on the Media for a period and by the way specified in the Work Order – Client Engagement Form.
Advertising Message: Means the product/ service (such as, without limitation, internet banners, landing pages, email templates, website design et al.) together with the Advertising Material, which is presented, transmitted, displayed and hosted in the Media.
Advertising Material: Means the graphics, content, logos, photographs available banners, text links, widgets, photographs, RSS Feeds etc. that make up the advertising messages of the Advertised Party and specified in the Work Order – Client Engagement Form.
Advertising Service: Means the presentation, transmission, display and hosting of advertising messages of the Advertised Party on the Media with the mediation of the Company.
2.7 Work Order – Client Engagement Form (WO): Means the Work Order to be agreed on a specified time basis between the parties and which shall necessarily specify the duration of each advertising campaign of the Advertised Party and the cost available for each respective campaign.
2.8 Medium or Media: Means any Website that offers advertising message slots via platforms, Native, Programmatic and Google Adwords, websites with access via mobile telephony or/and tablets, websites of external associates of the Company, as well as other local and international websites where the advertising messages of the Advertised Party will be presented, transmitted, displayed and hosted.
2.9 Associates: means the natural or legal persons that collaborate under contractual relationship with the parties hereof and of the WOs, for the purposes of the Agreement, or that belong to the same group of companies with the parties hereof.
2.10 Cookie: A file that is stored on the users’ computer and records information necessary for the payment of the relevant fee (e.g. Media ID, campaign, banner ID, date and time etc.). This file is sent by the Company server to the browser used at the time by the user and is stored on their computer. Cookies have a predetermined duration, within which the Company is entitled to a fee in case an action is executed for the actions carried out by the user as set out in the W.O. (Work Order – Client Engagement Form)
2.11 Agreed Action: Means the completion of an action, such as the user’s “click” on the Advertised Party’s advertising message on external associates’ websites or the placement of links that redirect to the Advertised Party’s Website or the completion of a contact form by the User, or contact with the advertised party’s call centre, or any other action that will be the basis of cost determination for each campaign and, therefore, the definition of the Company’s fee in accordance with the provisions hereof.
2.12 Tracking Code or Password: Software code used to record user actions. Depending on the needs of the advertising campaign, through the Company Server, the Advertised Party shall receive the code and place it on the page on which it wishes the agreed action to take place. The advertising material displayed by the Media contains data that will be identified by the user’s cookie that has originated from collaborating Media with the Tracking Code in order to record and account the agreed action.
2.13 User means the online visitor that will complete an agreed action.
2.14 Media Spend: means the advertising expense available by the client to the Medium or Media.
Parties expressly acknowledge that when a reference is made to Advertised Party, such reference includes any Client of the Advertised Party, on whose behalf Advertised Party may operate within the scope of this Agreement and/or any IO.
ΙΙΙ. TERMS FOR THE PROVISION OF ADVERTISING SERVICES
1. SCOPE OF THE AGREEMENT
Under the Agreement the Company undertakes, for a fee specified in the Work Orders – Client Engagement Forms signed from time to time and in accordance with article 8 hereof to provide advertising services for the Advertised Party consisting of activation of campaigns in selected advertising channels of communication on local, national or/and international websites (hereinafter “the Services”).
2. METHODS AND CONDITIONS FOR THE PROVISION OF ADVERTISING SERVICES
2.1. The parties have signed, at intervals set out by the Parties (such as, without limitation, at the end of each month) a Work Order – Client Engagement Form (WO), which describes the Advertising service to be implemented in the relevant agreed period (such as, for instance, a calendar month) by the Company on behalf of the Advertised Party, the specific terms accompanying said campaign, the duration of the advertising services for each Campaign and the precise amount that the Advertised Party wishes to spend for said Campaign or an indicative figure thereof. The WO has been issued by the Company and signed for confirmation by the Advertised Party and has been returned to the Company (an email is also sufficient). The parties hereof expressly agree that the relevant WO is subject to the terms hereof (except for the matters that are expressly otherwise regulated by the Parties in the WO). In particular, in respect of the products and/or services that are being advertised, it is acknowledged that Forestview at its absolute discretion may elect all or a portion out of the total variety included in a W.O.
2.2. All statistics (results) of Advertising Campaigns shall be collected and calculated through the Advertised Party’s platform and these shall be the statistics to be used by the Company along with its own tools (or of its own choice) for the determination of the quantity of agreed actions and the amount of the Fee payable.
2.3. The Company expressly undertakes to duly and punctually provide the services of presentation, transmission, display and hosting of advertising messages, in accordance with the requirements and particularities of the relevant advertising campaign, as described in the applicable WO in respect or the products and/or services Forestview undertook to advertise. If, for any reason whatsoever, the Advertised Party wishes to cancel the Work Order prior to the launch of the advertising campaign, it must notify the Company in writing (email – fax) at least two (2) business days before the launch date of the specific campaign agreed in the WO, and provided the Advertised Party complies with said deadline, the Company is not entitled to seek any claim from the Advertised Party for said cancellation. If the Advertised Party does not make the above notification within the above deadline, it bears the exclusive liability to pay compensation to the Company, corresponding to the cost of presentation, transmission, display and hosting of the advertising messages as per the written cancellation notification to the Company.
2.4. If, for any reason whatsoever, the Advertised Party, wishes to cancel all or part of the Work Order, while an advertising campaign for a product or service has already started, it is required to notify this immediately in writing to the Company and shall bear the exclusive liability and obligation to pay compensation to the Company, corresponding to the cost of presentation, transmission, display and hosting of the advertising messages as per the written cancellation notification to the Company and to any payable actions that may arise in the upcoming period (cookie duration) specified in the IO and which are proven as non-avoidable by the Company.
2.5. The Company hereby declares and informs the Advertised Party that a period of at least two (2) business days from the date of written notice of the above paragraph (3.4) is required by the Advertised Party to allow the Company to stop the presentation, transmission, display and hosting of any advertising campaign in the Media and therefore, under the provisions hereof, the Advertised Party is obliged to compensate the Company up to the day that the campaign will stop, always within the above time limit of two days and not up to the day of written notification as per the above.
2.6. If, for any reason whatsoever and during the term of the Work Order, the Advertised Party wishes to change all or part of the Work Order, it is required to notify said wish immediately and in writing to the Company and request to be sent a new Work Order – Client Engagement Form by the Company, which shall include the new terms and changes of the specific Work Order. In this case, the parties expressly agree that the Company shall proceed to the changes provided that a) these are possible, b) the Medium, at its sole discretion, consents and accepts the changes proposed c) the new WO has been sent to the Company in accordance with the provisions hereof and signed by the legal representative of the Advertised Party d) the new WO has been sent to the Company at least forty eight (48) hours before any new display dates of the advertising messages, e) they do not incur any additional financial burden.
2.7. Unless otherwise agreed in the relevant Work Orders – client engagement forms between the Company and the Advertised Party, the positions of the advertising messages in the Media shall be determined at the sole discretion of the Company.
2.8. If the Advertised Party wishes to request a change of the Advertising messages, it must previously notify the Company in writing at least two (2) business days prior to the change and the Company is respectively obliged to proceed with said change. Any notification omission as per the above shall mean that the advertising messages that had been previously set out in the WO will prevail. Acceptance of any change in the placement of Advertising messages requested by the Advertised Party shall be exclusively subject to the discretion of the Company.
2.9. In case the WO does not specify the size, position or any other feature in relation to the advertising messages (campaigns) that are the object of the WO, they shall be specified at the sole discretion of the Company or/and the Media.
3. DURATION OF THE AGREEMENT
The Term of the Agreement is the one prescribed in the relevant applicable WO.
4. RIGHTS AND OBLIGATIONS OF THE COMPANY
4.1. The Company is obliged to take all necessary measures to allow (to the extent of its potential and within its control) the presentation, transmission, display and hosting of the advertising messages of the Advertised Party in the Media, in accordance with the applicable WO without any problems, interruptions and errors. It is also obliged to carry out the services it undertakes with due diligence, according to the usual good practice and the principles of good faith and business ethics, using appropriately trained and specialised staff to this end.
4.2. The Company expressly states that it does not accept advertising messages of the Advertised Party in case these promote, advertise, enhance child pornography, on-line piracy or any illegal activity in general.
4.3. The Advertised Party expressly states and guarantees that WOs that include Advertised Party’s creative works include any costs in relation to the operation licence of the advertising messages including graphics and other creative features, as well as their graphics and other creative features, as well as the legal acquisition thereof.
4.4. In case the company proposes and assumes creative works, such creative works shall be in accordance with the specifications and/or general instructions of the Advertised Party as such specifications and general feel derive from the content of its advertising messages. Company may not by any means be held liable for any such creative work given that its content is deemed approved by the Advertised Party.
4.5. Company, depending on the needs of the advertising campaign, undertakes to place the tracking code on Advertised Party’s website, in accordance with the specific needs deriving from the applicable WO.
4.6. Throughout the duration of the Agreement, the Company may freely provide advertising services or other promotion and marketing services to other parties, also including competitors of the Advertised Party.
5. RIGHTS AND OBLIGATIONS OF ADVERTISED PARTY
5.1. The Advertised Party is obliged, if any material or information is requiredto provide the Company with all Advertising material and/or information required for the provision of the Services by the Company under the Agreement in accordance with the needs of each campaign undertaken as per any applicable WOs. In any case, the Advertised Party is responsible for the correctness of its creative features and in case these are not in compliance with the technical specifications requested, the Company shall have no liability whatsoever and will have the right to refuse to provide its advertising services. In the event that the Advertising Material provided by the Advertised Party is not compliant with the Media demands, Company may adjust such material as per Clause 4.4. above.
5.2. The Advertising Material shall under no circumstances contain insulting, false, misleading, libellous and offending messages and shall not impair any right of any legal or natural person (also including rights on personal data protection) and shall never violate moral conventions in any way. The Advertised Party also declares and expressly guarantees that its websites and the content thereof shall under no circumstances contain insulting, false, misleading, libellous and offending messages and shall not impair any right of any legal or natural person (also including rights on personal data protection) and shall never violate moral customs and conventions and the legislation in force in any way whatsoever.
5.3. The Advertised Party guarantees that the advertising messages provided by it, are in compliance with the laws in force and regulatory provisions in general, the European Advertising and Communication Code and other codes of ethics that apply to the advertising and insurance industry.
5.4. The Advertised Party is required and obliged to take all necessary licences required for the production and creation of advertising messages and bears the exclusive liability to fully and completely compensate the Company and the Media in case any claims and receivables are irrevocably adjudicated against them for violation of third parties’ intellectual property rights.
5.5. The Advertised Party declares and guarantees that, at its own responsibility and costs, it shall take all necessary measures and shall in any case fully compensate the Company exclusively and solely for the amounts that may be irrevocably adjudicated against the Company and concern the content and other advertising material of the advertising messages provided by the Advertised Party (material), or for amounts that may be irrevocably adjudicated against the Company for the violation of third party intellectual rights, slanderous defamation, confidentiality breach, violation of any legislative or regulatory provisions also including the Provisions of EU Regulation on Personal Data Protection once implemented false or misleading advertising or for violating any code of conduct in the industry and concern the advertising messages (also including the materials and content, even that of the website, granted by the Advertised Party to the Company for the purposes hereof).
5.6. The Advertised Party is directly liable to pay the fee to the Company, fully and completely, for the services provided in accordance with the terms cited in the relevant Work Order – Client Engagement Form.
5.7. The Advertised Party expressly states and guarantees that:
5.7.1. It is the legal holder (or legal holder of the operation licence) of the advertising messages also including graphics and other creative features, Links etc provided by the Advertised Party.
5.7.2. The advertising messages (creative features, Links or texts included therein)
a) are not contrary to any law or regulation concerning false or misleading advertising, b) do not include messages that are insulting, false, misleading, and offensive and do not violate the right of any legal or natural person (also including personal data protection rights) and under no circumstances violate moral customs and conventions in any way, c) do not contain child pornography nor are connected to another link promoting any type of illegal activity (e.g. building a bomb, hacking etc.) do not refer to software piracy nor contain violent imagery, insulting vocabulary, racist propaganda, racial or sexual discrimination and physically or mentally aggressive content of any type, d) do not violate any third parties’ intellectual property rights, such as rights to the logo, domain name, creative features, content etc., e) are in compliance with the laws in force and regulatory provisions in general that apply to the advertising and insurance industry
5.7.3. It meets all legal conditions for the signature hereof and of the WO and that today and in the future it will comply with all legislation in force applicable to the provision of advertising services for its products.
5.7.4. At its own responsibility and expenses, it will take all necessary measures and in any case fully compensate the Company, Media or/and the associates thereof, exclusively and solely for the amounts arising out of any third party claims to be irrevocably adjudicated against the Company for violating intellectual property rights, personal data protection rights and for actions that constitute a violation of the advertised party’s obligations under the Agreement.
6. TERMINATION OF AGREEMENT
6.1. The Company has the right to immediately exclude the Advertised Party from the Services in case the Advertised Party is liable for non-compliance with the provisions of the WO and/or with these terms and/or with the advertising policy of the Media, as described and amended from time to time in the relevant Media websites.
6.2. In general, the Parties shall not be liable to each other for any breach of the terms hereof or for any failure thereof to meet their obligations when said breach or failure is due to a random event or to force majeure, provided however that the party that wishes to use this clause is required to immediately notify the other party in writing of the occurrence of such event. Nevertheless, in case that a force majeure event has a duration exceeding one (1) calendar month and this prohibits any of the Parties to carry out their obligations, the other Party may terminate this agreement without penalty, upon written notification.
6.3. In case of termination hereof under the above provisions, the Company will be entitled of any fees for services provided prior to the termination date hereof.
6.4. After the expiry or termination hereof in any way whatsoever, all licenses granted to the parties under the Agreement shall be eliminated. In specific, the Company is obliged to deactivate any information concerning the advertising programs of the advertised party on the platform. The Company is also obliged to refrain from any further actions as regards the services it provided to the Advertised Party and not to undertake any other service or contractual obligation under this agreement. Company may keep copies of the services granted exclusively and solely for its records, upon prior written notice of the Advertised Party.
7. PRICING – INVOICING
7.1. Remuneration for any Service provided under this Agreement, shall be set out in a relevant WO that will be approved by the Advertised Party.
7.2. Invoicing shall be made at a time specifically agreed under the WO and always in accordance with the accompanying WO and in conjunction with the figures of the Server used for the provisions of the Services by the Company.
7.3. Use statistics: Company shall be provided with unobstructed access to statistics deriving from the Advertised Party’s platform as regards the course of its advertising campaign arising out of the relevant tools (SERVER) used by the Advertised Party. Company is at its sole discretion entitled to demand from the Advertised Party that it provides Company with weekly statistic reports in the form of excel sheets. The use and handling of these figures by the Company and the Advertised Party shall be made exclusively to the extent it is necessary for meeting the purposes hereof and for protecting the Network and the services provided, in accordance with the provisions of the legislation in force.
Company may challenge the aforementioned statistics with metrics of its own.
8. LIMITATION OF LIABILITY
8.1. The Company bears no civil, criminal or other liability in case the Advertised Party suffers losses as to its profits, business, income, reputation, experiences a reduction in the sales of its products and in the frequency of its services or suffers any other damage whether direct, indirect or consequential, financial or other, loss of earnings which is directly or indirectly caused exclusively and solely by unintentional errors or omissions that cannot be qualified as gross negligence, technical problems, failures or malfunction of the Media, the Media websites, the Internet Service Providers or/and delays in the transmission or/and storage of any messages, texts, images, creative features or other information or any technical delays or other technical problems of the Company, outside of its control, in the dispatch of creative features, banners etc.
8.2. The Company bears no liability whatsoever for any failure or omission to meet its contractual obligations under the Agreement if said failure or omission arises out of force majeure, namely unforeseen and unavoidable conditions beyond the control of the Company, as set out by theory and case law. It is expressly agreed that any state or government limitations regarding on-line advertising in general constitute force majeure events for the purposes hereof, provided of course that the Advertised Party is always notified in due time.
8.3. The Company bears no liability for compensation in case that a) a Medium shuts down its websites for any reason and b) it stops is cooperation with any or all Media it represents for any reason not attributable to its own fault. However it is expressly agreed that if, upon occurrence of each one of the cases No. (a) and (b), Advertising messages of the Advertised Party are hosted, transmitted, displayed in the context of a specific advertising campaign and said campaigns stops, the Company is obliged to immediately notify the Advertised Party of this and the Advertised Party is exempted from the obligation to pay a fee to the Company for the part of the Services that were not provided (such as, for the campaign or part thereof that was not hosted due to the above).
8.4. The Company bears no liability for compensation in case that any or all cooperating Media choose to reject the hosting and transmission of any or/and all advertising messages and finally decide, for any reason, not to host and transmit part or all the advertising messages. In this case too, it is understood that the Advertised Party is exempted from the obligation to pay a fee to the Company for the part of the Services that were not provided.
8.5. The Company bears no liability and provides no guarantee as regards a) the suitability both of the Advertising campaign of the Advertiser/Advertised Party and of the policy of the Media for the specific purpose set out by the Advertised Party, b) the effectiveness of the Advertising campaign, c) the non violation of any third party rights by the Media, d) the existence of viruses or other harmful material or programs, e) the adequacy and effectiveness of the Advertised Party’s security systems.
8.6. Any liability of the Company under the present agreement deriving from negligence of the Company, shall be limited to all the monies paid or that are to be paid by the Advertised Party to the Company and the interest that has been paid or is to be paid by it to the Company for a period of twelve (12) months prior to the date the claim was created. The Company shall not be liable vis a vis any third party deriving rights from the Advertised Party for any subsequent, specific, consequential or criminal damage, also including, without limitation, loss of profit, cessation of works, loss of software or other data, even if it has been informed of the possibility of such damages or claims.
8.7. The Agreement does not constitute a representation, mediation, brokerage or agency and under no circumstances can the Company be considered an insurance representative, mediator, broker or agent or insurance consultant in the Advertised Party’s relationships that may be created with the recipients of advertising services provided by the Company.
8.8. Each one of the provisions of this article shall be construed separately and independently from the others and, in case any provision of this article (or any other article hereof) is declared by any court or other court authority of the competent jurisdiction as void or invalid, the voidness and invalidity of the specific provision shall not affect the other provisions of this article (or any other article hereof), which shall remain in full force.
9. INDUSTRIAL & INTELLECTUAL PROPERTY RIGHTS – PERSONAL DATA
9.1. Designs, display features and any other creative works to be implemented by the Company in the context of service provision (such as, without limitation, website designs, promotion plans) as well as creative features and the Advertising material to be produced by the Company – except the advertising material (content, graphics, signs, distinctive features etc.) and the Advertising messages provided by the Advertised Party and which include the copyright and intellectual and industrial property rights of the Advertised Party – belong to the creation sphere of the Company and therefore the Company has intellectual property rights on all these.
The accounts created by the Company in the context hereof and to serve the purposes hereof in the abovementioned websites constitute means used by the Company, which also owns them. The Company is not in any way obliged to transfer or concede the use of these accounts to the Advertised Party, who expressly recognises that any followers, “friends” or otherwise described parties connected to said accounts constitute assets – property of the Company and shall remain as such even after the expiry hereof.
9.2. The Advertised Party upon signature of each Work Order – Client Engagement Form authorises the Company and the Media to reproduce, host and display its advertising messages and any other information or work accompanying the above, such as – without limitation – trademarks, logos or other commercial sources and characteristic features for the entire duration of the campaign, exclusively for the purpose of transmitting, displaying and hosting these, without granting them any other right and in a way that is not contrary to the legislation in force and without prejudice to the intellectual and industrial property rights of the Advertised Party.
9.3. By signing a WO and by incorporation by consenting to these Terms, the Advertised Party expressly agrees and accepts to authorise the Company to display and reproduce all or part of the cooperating websites that may contain part or all content of the Advertised Party’s advertising messages, in the context of the advertising campaign or promotion for advertising purposes of the Company or the cooperating Websites, as well as the advertising material hosted in the cooperating Websites the transmission and hosting of which has been made by the Company.
9.4. By signing a WO and by incorporation by consenting to these Terms, the Advertised Party expressly accepts that the Company will be allowed to use any aggregate statistic data of the advertising campaigns implemented by the Advertised Party at any time upon the prior written consent of the Advertised Party for the Company’s business purposes.
9.5. In the context of the Agreement no personal data collection and processing shall be carried out. In specific, the Company bears no liability, knowledge or access whatsoever to data collected on the Websites.
The Advertised Party is obliged to obtain the relevant consents for said data collection if such data collection takes place.
Each Party expressly undertakes to comply with the provisions of the EU Regulation 2016/679 (GDPR) and of the applicable data protection legislation in general, as in force, on personal data protection and particularly as to their obligation in relation to the express and specific consent of individuals for their personal data processing.
Each Party (for the actions exclusively within its control) declares that it has ensured or shall ensure each time, with the appropriate technical means and in a manner that can be verified and proven, all necessary consents from the cooperating media, securing that the subjects’ cookies and other electronic traces have been lawfully collected.
It is expressly recognised that if, in the context of special agreements within the scope hereof, the Advertised Party forwards to the Company personal data of Website users, the Advertised Party shall operate as Data Controller and the Company as Processor for any processing carried out in the specific context.
9.6. Acting in accordance with the above distinctions and in the capacity of each party as per the above, the parties hereby declare that:
9.6.1. Personal Data (Electronic traces) are collected for a specific, express and lawful purpose, namely the business, advertising and promotional purpose. Furthermore, said personal data are appropriate, relevant and limited to the necessary purpose for which they are subject to processing in the framework hereof.
9.6.2. Personal data shall be collected and subject to processing in accordance with the legal bases of article 6 par. 1 of the GDPR. If consent is the legal basis for processing, said consent shall be freely given by the data subjects, after they have been previously duly informed by the Advertised Party about the processing and the purposes thereof.
9.6.3. Data subjects will be informed (in accordance with articles 13 and 14 of the GDPR) by the Advertised Party about the processing of the data and the purpose thereof in accordance with the policy uploaded on its website.
9.6.4. They have taken and apply appropriate technical and organisational measures and keep the necessary processing operation records (of article 30 of the General Regulation) to ensure and be able to prove that the processing is carried out in accordance with the GDPR, and that the rights of data subjects are protected and met in case any of the data subjects exercises any of their rights under the GDPR.
9.6.5. In the context of personal data processing, the Parties are liable, to the extent of and in their above capacities, for any compensation to the data subject or payment of administrative fines. In specific, the Processor is liable for acts or missions thereof in violation of the Law or of the orders of the Data Controller by its own fault.
9.6.6. The contact point for data subjects as regards to their personal data processing shall be the Advertised Party
10.1. The parties recognise that for the performance of their obligations they come in direct contact with and become aware of confidential information regarding know-how, commercial and industrial secrets that are the subject to intellectual and industrial property rights of the parties. The Parties shall handle the above information in accordance with the terms of this article in conjunction with any confidentiality agreements signed and in force between them.
10.2. The parties are obliged to handle all the above information and data as confidential and not to disclose it to any third party (except for their employees and only to the extent necessary for the performance of their obligations under the Agreement) without the prior written consent of the other party, even after termination of the Agreement for any reason whatsoever.
10.3. The Parties shall take all necessary measures to ensure that all their employees and representatives are aware of and comply with the obligations deriving from this Article and ensure that the security of the above information and data is safeguarded and that access by unauthorised third parties to such is prevented. The above obligations shall also apply in the case of service provision by subcontractors or any other third parties that may be used by the Company to provide the services agreed upon under the Agreement.
10.4. In no event may this agreement be interpreted as imposing binding non-disclosure and confidentiality obligations on the parties in respect of information that:
a) is publicly known at the time of their disclosure or is subsequently made public, without fault of any of the parties hereto;
b) is already made known to them prior to the signing of this agreement by any third party that is not subject to and bound by non-disclosure and confidentiality restrictions;
c) has been legally obtained by them after its disclosure by virtue hereof, by another source or third party, which is not bound by any clause of confidentiality or secrecy or restriction of use of said information and which did not obtain said information by the parties hereof whether directly or indirectly a confidentiality – secrecy agreement with it;
d) is known to them prior to its disclosure to the other party by virtue hereof from another source which, to the parties’ knowledge, is not subject to any type of commitment towards them;
f) The parties are obliged to disclose information to any Administrative, Judicial or other Authority, in compliance with any National, EU or International Law, Regulation, Directive or Order.
11. FINAL PROVISIONS
11.1. Full Agreement – Amendments: Any signed WO constitutes the full and exclusive agreement between the Company and Advertised Party as regards the Advertising Campaign awarded by the Advertised Party to the Company, while for all other matters the terms and conditions of these Terms shall apply. No amendment to WOs shall apply unless made in writing and notified to the other party.
11.2. Force Majeure: None of the parties has any liability for any omission to meet their contractual obligations if said omission arises out of force majeure, namely unforeseen and unavoidable conditions beyond the control of the parties, as set out by theory and case law. In this case, a reasonable deadline will be granted for the performance of such obligation, but in any case, the party affected by the force majeure, is obliged to notify the other party in writing within fifteen (15) business days from the time of occurrence of the force majeure events. It is expressly agreed that any delays of suppliers, associates, subcontractors or any other third parties cooperating in any way with the parties shall not constitute force majeure events under this agreement.
11.3. The parties, in good faith and by mutual consent, will attempt to amicably resolve any dispute that may arise between them in relation to the relevant Order, by any technical, legal or other means they deem appropriate.
11.4. The agreement, along with the relevant WO shall be governed and construed in accordance with the laws of Greece and the parties are subject to the exclusive jurisdiction of Greek courts. In specific, any dispute between the parties in regard to the implementation, interpretation, invalidity of the agreement terms, the existence or non-existence of rights and obligations of the parties out of the agreement or/and of tort, shall be construed in accordance with the Greek laws and be subject to the exclusive jurisdiction of the materially competent courts of Athens and, as of this date, the parties are voluntarily subject to the same jurisdiction.
11.5. The Agreement including both these Terms and the WOs fully and completely express the agreement between the parties and replace any previous agreement (oral or written), assumption of obligations, contract, whether oral or written between the parties. Any failure of the Company to exercise or impose any right or provision of the Agreement shall not be a waiver of the respective right or provision.
11.6. In case of conflict between these Terms and a Work Order – Client Engagement Form, the WO shall prevail.