(Integral Part of the General Terms and Conditions of Tublat Ltd)
Premise
This integration (“Brand 360° Integration” or “Brand 360° Annex”) constitutes
an integral and substantial part of the General Terms and Conditions of Tublat
Ltd, published at https://tublat.com/legal/general-conditions (the “General
Conditions”).
It specifically governs the planning, creation,
publication, management, optimisation and maintenance of multichannel digital
communication and marketing activities, provided by Tublat Ltd through search
engines, social networks, advertising platforms, blogs and other online tools
(hereinafter the “Brand 360° Service” or simply the “Service”).
For all matters not expressly regulated by this
Integration, full reference is made to the General Conditions.
1 Object of the Service
1.1. General description
The Brand 360° Service is an integrated package of digital marketing activities
aimed at improving the visibility, image and online reputation of the Client.
It includes, by way of example and without limitation:
• Search engine optimisation (SEO), including technical audit, keyword
analysis, on-site and off-site optimisation and periodic reporting;
• Management of advertising campaigns on Google Ads, Meta Ads and other digital
networks;
• Social media management, including creation, publication and moderation of
content, metrics analysis and reporting;
• Creation and management of content for blogs, newsletters and other digital
channels;
• Integrated strategic consulting on brand identity and digital communication.
1.2. Customisation and integrated strategy
Tublat Ltd may develop customised strategies based on the Client’s needs and
objectives, ensuring consistency between channels and optimisation of
resources.
The Service is a professional service and not a
service of result: Tublat Ltd does not guarantee specific volumes of traffic,
engagement or revenue.
1.3. Exclusions
The Brand 360° Service does not include:
• Complex audiovisual productions (professional videos, 3D animations, TV
commercials);
• Legal, tax or accounting consultancy;
• Activities not expressly indicated in the Contract or in the approved
commercial offer.
2 Obligations and Responsibilities of Tublat Ltd
2.1. Service execution
Tublat Ltd undertakes to provide the Service with professionalism and according
to the best practices of digital marketing.
2.2. Updates and maintenance
The Company may update or modify Service features for technical, improvement or
maintenance reasons. Such modifications shall not constitute a contractual breach.
2.3. Reporting and communication
Tublat Ltd will provide periodic reports regarding activities carried out and
the performance achieved.
Reports are for informational purposes only and do not
constitute a guarantee of specific economic results.
2.4. Limits of intervention
Tublat Ltd shall not be liable for interruptions, suspensions or malfunctions
of external services (e.g. Meta, Google, TikTok, third-party hosting providers)
affecting the Brand 360° Service.
2.5. Error correction
Any errors or anomalies will be corrected within reasonable timeframes. Tublat
Ltd shall not be liable for delays caused by external factors or by the Client.
3 Client Obligations
3.1. Provision of materials
The Client must promptly provide logos, texts, images, access credentials and
any materials necessary for the execution of the Service. Delays in providing
such materials will cause postponements or suspensions of activities.
3.2. Access and authorisations
The Client guarantees the validity and legitimacy of all accesses provided and
acknowledges that any restrictions imposed by third parties not attributable to
Tublat Ltd shall not constitute breach.
3.3. Preliminary requirements and creation of accounts
and digital tools
a) The Client must have active and functioning social media accounts on the
platforms covered by the Service (e.g. Facebook, Instagram, TikTok, LinkedIn or
others).
b) The Client must also have active advertising accounts (e.g. Meta Business
Manager, Google Ads, TikTok for Business, LinkedIn Ads or others) and properly
configured tracking systems such as Meta Pixel, Google Analytics or equivalent
tools.
c) If the Client does not have such accounts or tracking tools, or wishes
Tublat Ltd to create, configure or integrate them, the Client must request a
dedicated quotation and subscribe to an additional service.
d) For SEO or blog management purposes, the Client must have an active blogging
system or CMS (e.g. WordPress, Shopify Blog, etc.) that is active and accessible.
e) If the Client does not have a functioning blog or CMS, the Client must
request Tublat Ltd to create or activate the platform under a separate offer.
f) Tublat Ltd shall not be responsible for delays, suspensions or limitations
in the activation of the Service due to:
• absence, inactivity or incorrect configuration of social, advertising or
tracking accounts;
• lack or malfunction of the Client’s blogging system.
3.4. Collaboration and feedback
The Client must promptly respond to approval or feedback requests. Lack of
cooperation may result in suspension or delay of the Service.
3.5. Payments
The Client undertakes to promptly pay the amounts due as agreed. Non-payment
authorises Tublat Ltd to suspend the Service without notice.
3.6. Legal compliance
The Client guarantees that all materials provided comply with applicable laws
on copyright, trademarks, advertising, privacy and commercial communication.
4 Financial Terms and Payment Conditions
4.1. Fees
The fees for the Brand 360° Service are indicated on the official website or in
the approved commercial offer.
4.2. Payment methods
Payments may be made via bank transfer, credit card or other methods approved
by Tublat Ltd.
Failure to pay will result in immediate suspension of the Service.
4.3. Price review
Tublat Ltd may adjust prices in the event of tax or regulatory changes or
increases in third-party service costs.
4.4. No refunds for non-guaranteed results
The Client acknowledges that the Brand 360° Service does not guarantee specific
results and hereby waives any claim for refunds or compensation due to failure
to achieve marketing objectives.
5 Management of Advertising Campaigns (ADS)
5.1. Preliminary requirements for advertising
campaigns
The Client must have active advertising accounts and tracking tools properly
installed and functioning (e.g. Meta Pixel, Google Tag, Analytics, LinkedIn
Insight Tag, TikTok Pixel or equivalents).
In the absence of such tools, Tublat Ltd may set them up only after acceptance
of a separate quotation.
The absence or malfunctioning of tracking systems may
compromise correct campaign execution, without this constituting breach by
Tublat Ltd.
5.2. Use of Tublat Ltd agency accounts
Advertising campaigns within the Brand 360° Service will be managed by Tublat
Ltd via its agency accounts on advertising platforms such as Google Ads, Meta
Ads, TikTok Ads, LinkedIn Ads or other digital channels.
The Client must pay Tublat Ltd the entire advertising
budget along with the management fees set out in the subscribed plan.
Tublat Ltd will deliver the sponsorships via its
accounts and will provide the Client with a detailed monthly report on campaign
performance, including key metrics and incurred costs.
5.3. Management through the Client’s accounts
Upon written request, the Client may request that campaigns be managed through
its own advertising accounts (e.g. Google Ads, Meta Business, TikTok for
Business).
Such modality is not included in the Brand 360° Service fee and shall be
subject to a separate quotation and different periodic fee, based on the volume
of campaign management, required configurations and granted access levels.
5.4. Responsibilities and operational limits
In case of management via agency accounts, the Client acknowledges that Tublat
Ltd remains the owner of the accounts used and that direct access or
modification of campaigns is not permitted, unless agreed in writing.
Upon Service termination or in case of non-payment,
campaigns may be suspended or deactivated without notice, and the Client shall
not claim any right to transfer, nor raise claims of any kind.
6 Term, Renewal and Termination
6.1. Minimum term
The Service has a minimum duration of twelve (12) months, unless otherwise
agreed in writing.
6.2. Automatic renewal
The Service is automatically renewed year by year, unless written notice of
termination is sent by the Client at least 45 (forty-five) days before
expiration, through the Client Area or by registered mail to the legal address
of Tublat Ltd.
6.3. Non-payment and grace period
In case of failure to pay the renewal fee, Tublat Ltd will apply a grace period
of 30 (thirty) days from the invoice due date. After such period, the Company
may permanently delete all Client data, campaigns and materials, without the
Client being entitled to any claim or compensation.
In case of monthly billing, the contract remains
binding for twelve (12) months.
In case of early termination by the Client for reasons
not attributable to Tublat Ltd, the Client shall pay the remaining fees until
expiration and the liquidated damages provided for in Clause 10.6 of Tublat
Ltd’s General Conditions, equal to 20% of the Contract value.
The Parties expressly acknowledge that such amount
represents a genuine and reasonable estimate of economic loss that Tublat Ltd
may suffer due to early termination of the contractual relationship and does
not constitute a penalty under English law.
6.4. Early termination
Tublat Ltd may terminate the contract with immediate effect in case of serious
breaches by the Client, including non-payment, unlawful use of materials or
damage to Tublat Ltd’s reputation.
6.5. Effects of termination
Upon termination of the Service, Tublat Ltd shall not be obliged to retain or
transfer materials, content or performance data.
7 Limitation of Liability and Warranties
7.1. Exclusion of indirect liability
Tublat Ltd shall not be liable for indirect damages, loss of profit or
interruptions caused by external events (e.g. outages, bugs, algorithm changes,
third-party providers).
7.2. Maximum liability
The total liability of Tublat Ltd, on any grounds, is limited to the amount
paid by the Client for the Service in the current calendar year.
7.3. No performance guarantees
The Service is an “obligation of means” and not an “obligation of result”. No
guarantees regarding SEO positioning or conversion performance are
acknowledged.
7.4. Force majeure
Events of force majeure (natural disasters, cyber attacks, strikes,
infrastructure malfunctions) exempt Tublat Ltd from any liability.
8 Intellectual Property
8.1. Content created by Tublat Ltd
All materials, strategies, campaigns, texts, graphics and reports produced by
Tublat Ltd remain its property until full payment of the amounts due.
8.2. Licence of use
After full payment, the Client receives a non-exclusive, non-transferable
licence to use the materials created.
8.3. Client materials
The Client declares to hold all rights to the materials provided and
indemnifies Tublat Ltd against any third-party rights violations.
9 Third-Party Providers and White-Label Services
9.1. Use of third-party providers
Tublat Ltd may rely on third-party providers and platforms, including
white-label services, for the provision of the Brand 360° Service (e.g. Google,
Meta, SEO platforms, analytics tools, CRM, management software).
9.2. Limitation of liability toward external providers
The Client acknowledges that Tublat Ltd shall not be liable for malfunctions,
suspensions or cancellations of services caused by such external providers.
9.3. Absence of refund rights
In such circumstances, no refund or compensation may be requested from Tublat
Ltd, which, if possible, may act as intermediary to facilitate issue
resolution.
9.4. Waiver of recourse
The Client agrees not to seek compensation from Tublat Ltd for damages arising
from errors, interruptions or cancellations attributable to third-party
providers.
10 Confidentiality and Data Protection
10.1. Confidentiality obligation
Both Parties undertake not to disclose confidential, technical, commercial or
strategic information obtained during execution of the present contract.
10.2. Duration of the obligation
The confidentiality obligation survives contract termination and remains valid
for a minimum of five (5) years, except for highly sensitive commercial or
technical information, which shall remain confidential indefinitely.
10.3. Processing of personal data
The processing of personal data is governed by the following documents,
integral part of this contract:
• Privacy Policy
• Cookie Policy
• Data
Processing Agreement (DPA)
10.4. Role of Tublat Ltd
Unless otherwise agreed in writing, Tublat Ltd acts as Data Processor solely
with respect to data necessary for the provision of its Services, while the
Client remains Data Controller of the data collected through the website or
e-commerce platform.
11 Social Media Management
11.1. Editorial plan
The social editorial plan will be provided by the 20th day of the month
preceding publication.
The Client must approve or request changes within 48 hours of receipt.
If no response is received within this timeframe, the editorial plan shall be
deemed tacitly approved in full, and Tublat Ltd will proceed with scheduling
and publication of the content as planned.
11.2. Final content approval
Subsequently, Tublat Ltd will schedule the content through its scheduling
software and will share a preview link for final approval.
The Client must approve or reject the publication within 24 hours of receiving
the link.
If no response is received, the content shall be deemed tacitly approved and
published as planned.
11.3. Revisions and modifications
In case of rejection, the Client is entitled to one free modification per post.
Any additional modifications will be subject to a separate quotation and may be
invoiced separately, even if requested after publication.
11.4. Reporting
Monthly social media reports will be provided by the 5th day of the following
month.
12 Blog Management and SEO Content
12.1. Technical requirements for blog management
The Client must have an active blog or CMS (e.g. WordPress, Joomla, Shopify
Blog, or other compatible platform) accessible to Tublat Ltd with administrator
or editor credentials.
The Brand 360° Service does not include the creation or configuration of a
blogging system.
If the Client does not have a functioning publishing
system or requires technical assistance for integration, a specific quotation
must be requested from Tublat Ltd.
In the absence of such requirements, Tublat Ltd shall not be responsible for
delays or inability to publish SEO content.
12.2. Editorial plan
The SEO editorial plan will be provided by the 20th day of the month preceding
publication.
The Client must approve or request changes within 48 hours of receipt.
If no response is received, the plan shall be deemed tacitly approved, and
Tublat Ltd will proceed with drafting and publication as planned.
12.3. Insertion and approval of content
Tublat Ltd will upload the articles in draft status on the Client’s CMS or
software and will notify the Client for final approval.
The Client may approve or request changes within 24 hours of notification.
If no response is received, the content will be deemed tacitly approved and
published as planned.
12.4. Revisions and modifications
The Client is entitled to one free modification per article.
Additional modifications will be subject to a separate quotation and may be
invoiced separately, even if requested after publication.
12.5. Reporting
Monthly SEO reports will be provided by the 5th day of the following month.
13 Warranty Limitations
Tublat Ltd provides the Service “as is” and does not
guarantee that content will be free of errors, omissions or stylistic
imperfections.
14 Governing Law and Jurisdiction
14.1. Governing law
This Integration is governed by English law, in accordance with Clause 20.6 of
the General Conditions.
14.2. Jurisdiction
For any dispute, the exclusive jurisdiction shall lie with the Courts of London
(United Kingdom), unless otherwise agreed in writing between the Parties.
