Background

  • Virinchi Digital Marketing Services Limited owns and operates a real-time trading technology platform that enables media buyers to bid in real time, in an auction-like format, for the purchase of mobile digital advertising on websites and apps made available by online publishers and ad exchanges that Virinchi Digital Marketing Services Limited has a relationship with (such real-time trading technology platform hereinafter referred to as the “Demand Side Platform” or the “DSP”).
  • These General Terms are applied when Clients use RetargetSpark DSP for bidding on Ad Inventory made available via RetargetSpark DSP for displaying advertisements (“Ads”) to targeted audiences.
  • These General Terms together with the Special Conditions envisaged in the RetargetSpark DSP Service Agreement signed by Virinchi Digital Marketing Services Limited and the Client (hereinafter jointly referred to as the “Parties” and separately as a “Party”), as well as any additional agreements and/or annexes, constitute an entire agreement between the Parties under which Virinchi Digital Marketing Services Limited undertakes to provide the Services to the Client and the Client undertakes to use such Services.

Definitions

For the purposes of this Agreement, the following capitalised terms shall have the meanings set forth below:

  • “Ads” means advertisements displayed on digital content resources (websites, apps, etc.) in the course of providing the Services.
  • “Ad Inventory” means the amount of advertising space made available via the DSP for placement of Ads.
  • “Agency” means a Client that acts as an agent for its clients in executing their Campaigns via RetargetSpark DSP.
  • “Agreement” means these General Terms, the Special Conditions, and all annexes and additional agreements signed between Virinchi Digital Marketing Services Limited and the Client.
  • “Campaign” means the defined parameters and objectives of advertising entered by the Client or by Virinchi Digital Marketing Services Limited on behalf of the Client into the DSP.
  • “Claims” means any claims, demands, suits or proceedings brought by a third party.
  • “Confidential Information” means all confidential or proprietary information disclosed by one Party to the other, whether oral or written.
  • “CPA”, “CPC”, and “CPM” have their customary meanings of Cost Per Action, Cost Per Click, and Cost Per Mille.
  • “Creatives” means display banners, video ads, rich media ads, or any advertisement material accepted by the DSP.
  • “Data Protection Legislation” means all relevant UK data protection and privacy laws including the UK GDPR and Data Protection Act 2018.
  • “DMP” or “Data Management Platform” means the RetargetSpark DMP operated by Virinchi Digital Marketing Services Limited.
  • “First Party Data” means data collected by the Client during the Campaign process using RetargetSpark DMP tags.
  • “IO” means the Insertion Order document signed and uploaded to the DSP by the Client.
  • “Personal Data” means information relating to an identified or identifiable person.
  • “Services” means the digital advertising services provided by Virinchi Digital Marketing Services Limited to the Client.
  • “Special Conditions” means the terms envisaged in the RetargetSpark DSP Service Agreement or those accepted online by the Client.
  • “Spend Bonus” means an incentive based on the Client’s service usage volume.
  • “Third Party Data” means data collected by Virinchi Digital Marketing Services Limited as part of the DSP and DMP operations.

Services

  • By entering into this Agreement, the Parties agree on the provision of Services using RetargetSpark DSP, a real-time trading technology platform that allows Clients to bid for and purchase mobile digital advertising inventory.
  • Virinchi Digital Marketing Services Limited may also offer additional tracking and measurement services through third-party vendors, subject to additional fees.

Campaign Management Process

  • Campaigns shall be executed on RetargetSpark DSP when an Insertion Order (IO) is signed and uploaded, except in self-service cases.
  • The Client will have access to the DSP dashboard to upload Creatives, define targeting, and view real-time statistics.
  • Reports available in the dashboard will form the basis of invoicing. Campaigns may use CPC, CPA, or other metrics, but billing will be based on CPM.

Payments for Services

  • Virinchi Digital Marketing Services Limited will issue monthly invoices for Services provided during the previous month.
  • Prepaid Services shall be invoiced upon receipt of payment.
  • Payment terms are 30 days unless otherwise specified in Special Conditions. Delayed payments may incur interest.
  • The Client is responsible for all applicable taxes and agrees to gross-up payments if withholding taxes apply.
  • In case of non-payment, Virinchi Digital Marketing Services Limited reserves the right to suspend services or transfer the debt to a third party.

Incentives

  • Virinchi Digital Marketing Services Limited may provide volume-based incentives such as Spend Bonuses.
  • These incentives are subject to compliance with payment terms and overall account performance.

Compliance of Ad Creatives

  • The Client is solely responsible for the content of each advertisement and ensures that Ads do not violate any laws, promote unlawful activities, or infringe third-party rights.

Data Processing and Use

  • Virinchi Digital Marketing Services Limited collects Third Party Data within the DMP for targeting and optimisation.
  • Clients may collect First Party Data using RetargetSpark DMP tags. Virinchi Digital Marketing Services Limited is granted a non-exclusive, royalty-free licence to use such data during the term.
  • All data shall be handled in accordance with applicable Data Protection Legislation.

Privacy

  • Each Party acts as an independent data controller for any Personal Data processed.
  • The Client must comply with UK GDPR and disclose use of RetargetSpark DMP tags in its website privacy policy.
  • The Client ensures valid legal grounds for processing any Personal Data obtained from end-users.

Intellectual Property

  • All intellectual property rights in the DSP belong to Virinchi Digital Marketing Services Limited.
  • The Client shall not reverse engineer, copy, or otherwise misuse the DSP or its technology.

Indemnification

  • The Client agrees to indemnify Virinchi Digital Marketing Services Limited against third-party claims arising from misuse of the DSP or infringing Ads.
  • Virinchi Digital Marketing Services Limited will indemnify the Client for claims that the DSP infringes third-party IP rights.

Liability

  • Neither Party shall be liable for indirect or consequential losses.
  • The total aggregate liability of either Party shall not exceed the lesser of USD 20,000 or three months of service fees.
  • This limitation does not apply to confidentiality, indemnity, or gross negligence breaches.

Confidentiality

  • Both Parties agree to maintain confidentiality for five years after termination.
  • Disclosure is allowed only where required by law or agreed in writing.

Force Majeure

  • Neither Party shall be liable for delays due to circumstances beyond their control, such as natural disasters, network failures, or cyberattacks.

Termination and Suspension of Services

  • Virinchi Digital Marketing Services Limited may terminate this Agreement immediately upon material breach by the Client.
  • Either Party may terminate with 30 days’ written notice.
  • Virinchi Digital Marketing Services Limited may suspend services for non-payment or non-compliance.

Governing Law

  • This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.
  • Disputes shall be resolved in the courts of the United Kingdom, unless otherwise agreed.

Publicity

  • During the term, each Party may use the other Party’s name and logo for marketing and analytical materials with prior consent.

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Virinchi Digital Marketing Services Limited
128, City Road, London, EC1V 2NX, UNITED KINGDOM