(Integration to the General Conditions of Tublat Ltd)
Premise
This integration (“Social
Media Annex” or “Social Media Integration”) forms an integral and substantial
part of the General Conditions of Tublat Ltd, available on the website (the “General Conditions”).
The provisions contained in this Annex specifically regulate the planning,
creation, publication, management and maintenance of content and communication
activities on social networks (the “Social Media Service” or the “Service”).
For all matters not expressly
provided for in this Annex, full reference is made to the General Conditions,
which remain fully applicable. In case of conflict between the provisions
contained in this Annex and the General Conditions, the provisions of this
Annex shall prevail, pursuant to Clause 1.5 of the General Conditions.
1. Subject Matter of the Service
1.1 General description
Tublat Ltd provides the Client with a professional Social Media Management
service, which includes, but is not limited to:
a) Initial analysis of the Client’s social profiles and reference market;
b) Strategic planning of the editorial calendar, definition of themes,
communication tones and publishing frequency;
c) Creation of content (texts, graphics, images, short videos, animations and
multimedia materials) consistent with the Client’s brand;
d) Publication of content on the designated social profiles (Facebook,
Instagram, TikTok, LinkedIn or others) according to the agreed calendar;
e) Monitoring interactions (comments, direct messages, reviews) and reporting;
f) Analysis of metrics and production of periodic performance reports.
1.2 Service packages
The available packages (Basic, Pro, Premium) may include additional services
such as: management of paid campaigns (Ads), advanced moderation, live posting,
creation of special content (Reels, animated Stories) and monthly strategic
consulting.
1.3 No guarantee of results
The Client acknowledges that Tublat Ltd does not guarantee specific results in terms
of engagement, increase in followers or sales conversions, as the performance
of social networks depends on external factors not under its control.
2. Obligations of Tublat Ltd
2.1 Tublat Ltd undertakes to provide the Services with professional
diligence, in accordance with industry standards and in compliance with the
General Conditions.
2.2 The obligations of Tublat Ltd include:
a) Timely execution of the Services, except in cases of force majeure pursuant
to Clause 22 of the General Conditions;
b) Preparation of editorial plans and content consistent with the Client’s
brand identity;
c) Reporting any technical, legal or policy-related issues;
d) Updating strategies in case of changes in social platform policies;
e) Adoption of reasonable measures to protect the Client’s data, in accordance
with the Privacy Policy and the DPA.
2.3 Tublat Ltd may use collaborators, agents or qualified
subcontractors for the performance of the Service, remaining in any case
responsible towards the Client pursuant to Clause 12 of the General Conditions.
3. Obligations of the Client
3.1 The Client undertakes to:
a) Provide valid and updated credentials for access to the relevant social
profiles;
b) Promptly provide logos, images, texts and brand materials;
c) Designate a single contact person for communication and approvals;
d) Comply with the payment terms established pursuant to Clause 15 of the
General Conditions;
e) Ensure that all materials provided are original and do not infringe
third-party rights.
Preliminary requirements and
creation of social accounts
The Client must have already
active and functioning social accounts on the platforms covered by the Service
(e.g. Facebook, Instagram, TikTok, LinkedIn or others).
The Social Media Service does
not include the creation of new profiles or social pages.
If the Client does not have
the necessary accounts or wishes Tublat Ltd to create or configure them, a
dedicated quotation must be requested and an additional service must be
subscribed.
Tublat Ltd shall not be
liable for delays, suspensions or limitations in the start of the Service
resulting from the absence, inactivity or incorrect configuration of the
Client’s social accounts.
3.3 The Client shall indemnify and hold harmless Tublat Ltd from
any liability or claim arising from content provided by the Client or published
upon its instruction, pursuant to Clause 20.8 of the General Conditions.
4. Price and Payment
4.1 The fee for the Social Media Service is determined based on the
chosen package and is invoiced monthly in advance, unless otherwise specified.
4.2 Payment must be made according to the methods and deadlines
provided for in Clause 15 of the General Conditions.
4.3 In case of late payment, Tublat Ltd may suspend the provision
of the Service, apply default interest and terminate the Contract pursuant to
Clauses 15.6 and 12.1 of the General Conditions.
4.4 Costs related to paid campaigns (“Ads budget”) remain entirely
borne by the Client. Such amounts are paid directly to the advertising
platforms and are not included in the fee due to Tublat Ltd.
5. Execution Timing and Editorial Plan
5.1 The editorial plan shall be provided by the 20th day of the
month preceding the publication period.
The Client must approve it or request changes within 48 hours of receipt.
If no response is provided within this term, the editorial plan shall be deemed
tacitly approved in full, and Tublat Ltd shall proceed with scheduling and
publishing the content as planned.
5.2 Tublat Ltd shall subsequently schedule the content on its
scheduling software and share with the Client a preview link for final
approval.
The Client must approve or reject the publications within 24 hours of receiving
the link.
In the absence of a response, the content shall be deemed tacitly approved and
will be published as planned.
5.3 In case of rejection, the Client is entitled to one free
modification for each post. Additional modifications will be subject to a new
quotation and may be invoiced separately, even if requested after publication.
5.4 Tublat Ltd provides the Service “as is” and does not guarantee
that content will be free from errors, omissions or stylistic imperfections.
5.5 Monthly reports shall be provided by the 5th day of the
following month.
6. Advertising Campaigns (Ads) and Account Management
6.1 Management through Tublat Ltd’s agency account
Advertising campaigns of the Brand 360° Service and packages including Ads
management shall be carried out by Tublat Ltd through its own agency accounts
on platforms such as Google Ads, Meta Ads, TikTok Ads, LinkedIn Ads or other
digital channels.
The Client shall pay Tublat
Ltd the entire advertising budget, together with the management fees provided
under the subscribed plan.
Tublat Ltd shall manage the sponsorships through its accounts and provide the
Client with a detailed monthly report on the performance of the campaigns,
including key metrics and expenses incurred.
6.2 Management on the Client’s account
Upon request, the Client may request that campaigns be managed through its own
advertising accounts (e.g. Google Ads, Meta Business Manager, TikTok for
Business).
This method is not included in the standard Service fee and will be subject to
a separate quotation and additional fee, calculated based on management volume,
required configurations and levels of access granted.
6.3 Responsibilities and operational limits
In case of management through agency accounts, the Client acknowledges that:
a) Tublat Ltd remains the sole owner of the advertising accounts used;
b) Direct access or autonomous modification of campaigns by the Client is not
permitted, unless agreed in writing between the parties;
c) Upon termination of the Service or in case of non-payment, campaigns may be
suspended or deactivated without notice, and the Client shall have no rights of
transfer, portability or claims of any kind.
6.4 Platform responsibilities
Tublat Ltd is not responsible for changes in advertising costs, suspensions or
penalties imposed by social platforms or advertising networks.
7. Duration and Termination
7.1 The Service has an annual duration, with automatic renewal
unless written notice of termination is provided by the Client at least
forty-five (45) days before expiry.
7.2 In case of early termination by the Client, no refunds shall be
granted for periods already commenced.
7.3 In case of monthly billing, the contract remains binding for
twelve (12) months.
In case of early termination, the Client shall pay the remaining fees until
expiry and the liquidated damages fee provided under Clause 10.6 of the General
Conditions of Tublat Ltd.
7.4 Early termination by the Client for reasons not attributable to
Tublat Ltd shall entail the application of the liquidated damages provided
under Clause 10.6 of the General Conditions, equal to 20% of the value of the
Contract, as defined therein.
Such amount represents a genuine and reasonable estimate of the costs and
losses that Tublat Ltd may incur as a result of early termination.
7.5 Tublat Ltd may suspend or terminate the Service in case of:
a) Serious breach of contractual obligations by the Client;
b) Non-payment pursuant to Clause 15.6 of the General Conditions;
c) Violations of third-party rights or unlawful use of content.
8. Liability and Limitations
8.1 Tublat Ltd shall not be liable for:
a) Unauthorized interventions by the Client or third parties on social
profiles;
b) Malfunctions, blocks or suspensions attributable to the platforms;
c) Content provided by the Client that is unlawful or infringing third-party
rights.
8.2 The overall liability of Tublat Ltd is limited, pursuant to
Clause 18.3 of the General Conditions, to the amount paid by the Client for the
Service during the period in which the harmful event occurred.
8.3 Nothing in this Annex limits the liability of Tublat Ltd in the
cases provided under Clause 18.4 of the General Conditions.
9. Confidentiality and Data Protection
9.1 Confidentiality obligation
Both parties undertake not to disclose confidential, technical or strategic
information that they become aware of under this contract.
9.2 Duration of the obligation
The confidentiality obligation continues even after termination of the contract
and remains valid for a minimum period of five (5) years, except for
commercially or technically highly sensitive information, which shall remain
confidential indefinitely.
9.3 Processing of personal data
The processing of personal data is governed by the following documents, which
form an integral part of this contract:
• Privacy Policy
• Cookie Policy
• Data Processing Agreement
(DPA)
9.4 Role of Tublat Ltd
Unless otherwise agreed in writing, Tublat Ltd acts as Data Processor solely
with regard to the data necessary for the provision of its Services, while the
Client remains Data Controller for the data collected through the website or
the e-commerce platform.
10. Service Updates
Tublat Ltd may modify this
Integration in order to comply with:
a) Legislative or regulatory changes;
b) Changes in social platform policies;
c) Evolution of market practices.
The changes shall be
communicated to the Client pursuant to Clause 1.9 of the General Conditions and
shall become effective twenty-one (21) days after the communication, unless
otherwise agreed.
11. Final Provisions
11.1 All provisions of the General Conditions not amended by this
Annex remain fully valid and effective.
11.2 In case of conflict, the provisions contained in this Annex
shall prevail solely with respect to the Social Media Management Service.
11.3 This Annex is governed by English law and subject to the
exclusive jurisdiction of the courts of London (United Kingdom), in accordance
with Clause 20.6 of the General Conditions.
