These Terms and Conditions constitute a legally binding agreement that governs the relationship between ROI Hunter and any client who has entered into or enters into a contract with ROI Hunter for the purpose of accessing and using ROI Hunter´s services through its Product Performance Management Platform (as defined below).

These Terms and Conditions apply to the Client and ROI Hunter entity that enter into a contract.

 

The Client – means a company or other type of a legal entity which enters into the Contract with ROI Hunter and accepts these Terms and Conditions.

 

ROI Hunter - means the applicable contracting entity as specified below that enters into the Contract with the Client.

 

The Party (or together the Parties) – means ROI Hunter or the Client separately. ROI Hunter and the Client together are referred to as the “Parties”.

 

The Ad Account – means predefined account(s) registered with ROI Hunter and associated with the ad account(s) on the Channels.

 

The Ads Content – means any and all information and files that the Client posts on the Channels by means of using the Service.

 

The Affiliates – means any entity or entities that directly or indirectly control(s), is controlled by, or is under common control with, the Party who enters into the Contact. For the purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting rights of an entity.

ROI Hunter´s Affiliates are:

1. ROI Hunter Limited;
2. ROI Hunter FZE;
3. ROI HUNTER PLATAFORMA DE MARKETING DIGITAL LTDA.

 

The Channels – means any and all advertising platforms in the Meta's (including but not limited to Facebook, Instagram, Messenger), Google's (including but not limited to Google and YouTube) and TikTok ecosystem.

 

The Channel Terms – means any and all terms and conditions including policies, procedures and/or guidelines of the Channels.

 

The Fees – means any and all the fees defined in these T&Cs, including all accessories:

1. the Proof of Concept Fee,
2. the Subscription Fee,
3. the Addendum Fee.

 

The Period – means the period of 12 months from the Start Date (the first calendar day of the Period) until the End Date (the last calendar day of the Period) of the Full Contract. If the Proof of Concept Contract and the Full Contract are entered into together, the period of the Full Contract is 9 months.

 

The Periodic Renewal – means a functionality that rolls the expiring Full Contract into a renewal Full Contract. ROI Hunter informs the Client of specifications of the Service and the Fees applicable in the renewal Full Contract based on the Client’s past and projected usage of the Service at least ninety (90) calendar days before the last calendar day of the expiring Full Contract’s Period. The Client is entitled to OPT OUT of the Periodic Renewal within thirty (30) calendar days from the date when the ROI Hunter has provided the Periodic Renewal information defined above. In case the Client DOES NOT OPT OUT, the renewal Full Contract is considered ACCEPTED by the Client and billing commences according to the accepted renewal Full Contract.

 

The Personal Data – means any information relating to an identified or identifiable individual

if:

1. such information comes from the Client or ROI Hunter and;
2. is protected as personal data or personally identifiable information under applicable Data Protection Laws. Data Protection Laws means General Data Protection Regulation (EU) No. 2016/679 on data protection and privacy for all individuals within the European Union.

 

The Platform – means ROI Hunter’s advertising API tool, a technical application which is used to provide the Service on the Channels.

 

The Product Segments – means functionality in the Platform that allows the Client to set up an advanced tracking, filtering and evaluation of the cost structure, profitability and other parameters related to the Client’s product inventory promoted on the respective Channels with respect to a particular brand and geolocation. The specific number of Product Segments available to the Client and any additional terms will be agreed between the Parties in the Sales Order Form.

 

The Sales Order Form or The Contract (= if the Sales Order Form is confirmed by all Parties) – means a standardized form of offer from ROI Hunter to conclude the Contract. Parties understand the Contract as the Sales Order Form or other type of contract proposed by ROI Hunter confirmed by the Parties, i.e. sent by the first Party, accepted by the second Party and signed by an authorized representative of each Party. The Parties acknowledge that these T&Cs are an integral part of the Contract and shall be interpreted together. There are several types of the Contract defined as follows:

1. The Proof of Concept Contract (also the PoC Contract) – means a Contract effective during the PoC Period that facilitates a purchase of a PoC Package by a prospective Client;
2. The Full Contract – means the first and each consecutive Contract effective during the Period. The Full Contract may be amended only by means of standardized Addenda provided by ROI Hunter.

 

The Serious Breach – means an event, action or a series of events or actions that materially damage one or both the Parties to a severe extent and simultaneously constitutes a serious infringement of obligations under these T&Cs and the Contract. For the purpose of these T&Cs, initiation of liquidation procedure of any of the Parties is also considered to be the Serious Breach.

 

The Service – means the web-based features and services included in the Platform that enable the Client to manage, optimize and publish advertising campaigns on the Channels at scale together with the support provided by ROI Hunter from time to time. The Service consists of Software as a Service (“SaaS”) advertising tools and documentation provided by ROI Hunter and used by the Client via Internet. The Service operates between the Client and the Channels by means of which the advertising campaigns are being conducted.

 

The Spend Limit – the maximum amount of advertising spend in Ad Account(s) connected to the Platform consumable by the Client within the Period, agreed in the Full Contract and all consecutive Addenda. For the avoidance of doubt, the unused Spend Limit is not transferable between Periods of Full Contracts.

 

Such advertising spend represents the spend of all ads that dynamically select promoted products from product feed run on the relevant Channel.

 

The Spend Limit consumption under a newly connected Ad Account will be calculated from the first calendar day directly succeeding the day such account has been connected to the Platform. The Spend Limit consumption in case of disconnection of an Ad Account is calculated including the advertising spend from ads run on the day of disconnection from the Platform.

 

The Spend Limit is purchased in Spend Units. The value of the Spend Units is based on the currency of the Contract and is specified in the table below:

 

ROI Hunter automatically converts any foreign currencies into the currency specified in the Contract using a set of independent conversion rate sources, including but not limited to the European Central Bank.

 

The Terms and Conditions (also T&Cs) – means these Terms and Conditions applicable to the use of the Service.

 

The Proof of Concept Package (also the PoC Package) – means the introductory package purchased by means of the PoC Contract. The PoC Package is not restricted by the Spend Limit and is purchased at a fixed price with one-off payment (referred to in these T&Cs as the “Proof of Concept Fee” or “the PoC Fee''). If the Full Contract is not mutually signed by the end of the PoC Period, the Client loses the access to the Service with immediate effect and the business relationship between the Parties is ended.

 

The PoC Period – means the period of 3 months from the Start Date of the PoC Contract.

 

2.1. The Contract is based on the written Sales Order Form proposed by ROI Hunter confirmed by the Parties as defined above and delivered to ROI Hunter. ROI Hunter’s acceptance which contains a disagreement with any of the conditions listed in the Sales Order Form and/or a draft of different terms and conditions shall not be considered as acceptance but shall be considered as a new proposal.

 

2.2. The Parties mutually agree that the Sales Order Form is delivered and accepted electronically, effected by means of an electronic signature. The electronic signature tool is provided or has to be authorized by ROI Hunter (“eSignature”). Parties are responsible for nominating the representative authorized to effect the Contract.

 

The Client's rights and obligations:

3.1. The Client shall connect the Ad Account(s) by means of which the Client wishes to use the Service. The Client may add new Ad Account(s) to the Service or to remove them at any time.

 

3.2. The Client is obliged to pay to ROI Hunter all the agreed Fees as agreed in the Contract within the due date.

 

3.3. The Client is solely responsible for any and all outputs and results achieved using the Service to meet their requirements and expectations.

 

3.4. The Client is responsible for compliance with any and all laws, regulations and policies including but not limited to the relevant effective legislation and the Channel Terms applicable to the Client’s advertising campaigns conducted using the Service.

 

3.5. The Client shall not (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; (ii) access all or any part of the Service in order to build a product or service or feature which competes with the Service; (iii) attempt to obtain, or assist any and all third parties in obtaining, unauthorized access to the Service; (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any and all unauthorized third parties; (v) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Platform (except and only to the extent any foregoing restriction is prohibited by applicable law).

 

3.6. The Client undertakes to comply with ROI Hunter’s reasonable directions and requests related to the Service. In the case the Client grants its subcontractor(s) an access to the Service, such subcontractor(s) shall be considered equivalent to the Client for the purposes of these T&Cs and the Client shall be responsible for the actions and omissions of such subcontractor(s) as well as their compliance with these T&Cs.

 

3.7. ROI Hunter is obliged to provide the Service to the Client on the basis of the Contract. ROI Hunter shall make the Service available to the Client without undue delay on the Start Date specified in the Contract.

 

3.8. ROI Hunter grants to the Client a non-exclusive, non-transferable limited right to access and use the Service in accordance with these T&Cs.

 

3.9. ROI Hunter is entitled to produce the Service as it deems appropriate. The Service and the Channels are constantly evolving and the features and availability of the Service may change without notice. ROI Hunter will endeavor to inform the Client in advance of any substantial changes in the Service on its website (https://www.roihunter.com) and/or through the Service (in the Platform, the Platform’s chat, in the Platform’s support center) and/or by email.

 

3.10. ROI Hunter makes commercially reasonable efforts to secure the availability of the Service at all times. Notwithstanding the aforementioned, ROI Hunter reserves the right to suspend, discontinue or restrict access to any portion of the Service at any time as necessary for the Platform maintenance, upgrades or other operational activities, as well as in actions spanning from and/or triggered by the Force Majeure or events beyond the control of ROI Hunter (esp. issues on Meta’s and/or Google’s and/or TikTok’s APIs). ROI Hunter will not be liable to the Client for possible consequences of the aforementioned. ROI Hunter shall inform the Client about any aforementioned action with adverse material impact on the Platform’s functionality used by the Client in advance except actions spanning from and/or triggered by the Force Majeure or events beyond ROI Hunter’s control.

 

3.11. ROI Hunter is obliged to remove at the earliest possible convenience any defects that are reported by the Client in properly written form and within reasonable time after their first occurrence. This shall not apply in the event that ROI Hunter determines that the defect is not caused by ROI Hunter. The Client undertakes to provide ROI Hunter with the necessary cooperation to verify these circumstances.

 

3.12. ROI Hunter will in its sole discretion suspend the provision of the Service in case of the Client’s delay with payment of any fee for the Service with a notice sent 7 calendar days in advance by email and/or through the communication service embedded in the Platform.

 

3.13. ROI Hunter is entitled to use the Client’s name and logo as a reference for business development purposes, especially but not limited to the anonymized results of using our platform, public case studies, etc. In case the Client shares design guidance with ROI Hunter, ROI Hunter shall uphold such guidance.

 

4.1. The Client who enters into a PoC Contract is obliged to pay the one-off PoC Fee. The PoC Fee is due within 7 calendar days upon receipt of the invoice by the Client. The Service is limited in case the PoC Fee payment is not credited in full to the ROI Hunter bank account within the due date.

 

4.2. The Client who enters into the Full Contract is obliged to pay the Subscription Fee for access to the Service for the agreed Period in accordance with the effected Contract. The Subscription Fee consists of the Platform Fee, a fixed fee for access to the Service within the Period and agreed Spend Limit, and the Tech Fee, a fixed fee for the Platform’s advanced optimisation features. Upon payment of the Subscription Fee, the Client shall be entitled to manage, optimize and publish advertising campaigns on the Channels up to the Spend limit agreed in the Contract. The Client shall have access to an overview of the remaining amount that can be spent within the agreed Spend Limit through the Platform (as available) or on request to the Client’s assigned Customer Success Manager.

 

4.3. The Client who enters into an Addendum is obliged to pay the Addendum Fee agreed in all the respective Addenda in addition to the Subscription Fee.

 

4.4. ROI Hunter shall increase the Client’s Spend Limit upon timely receipt of the respective Addendum Fee payment.

 

4.5. ROI Hunter reserves the right to limit or suspend certain features of the Service or the Service as a whole in the event that the Client:

1. reaches the Spend Limit and refuses to enter into an Addendum to increase the Spend Limit and pay the agreed Addendum Fee.
2. is in delay with any payment of any Fees for more than 7 calendar days after the due date.

 

4.6. ROI Hunter shall issue a warning to the Client as soon as the Client exceeds the value of 75% of the contracted Spend Limit within the month when such event occurred. The Client is responsible for timely additional Spend Limit top-ups in order to avoid disruptions in provisioning of the Service. The Spend Limit top-ups are possible in multiples of the Spend Units as defined in these T&Cs. The Additional Spend Limit Fee is equal to the number of Spend Units multiplied by the Additional Spend Unit price that is determined in the Full Contract.

 

4.7. ROI Hunter offers the following Billing Terms for the Full Contract:

1. Monthly Prepayment;
2. Quarterly Prepayment;
3. Semi-annual Prepayment;
4. Annual Prepayment.

All invoices are issued according to the payment terms specified in the Contract. The Client is invoiced the way that each invoice is due on the last calendar day before the start of the next prepayment period at latest. All the Addenda follow the Billing Terms agreed in the Full Contract.

 

4.8. All Fees are non-refundable except the case of Severe Breach by ROI Hunter. For the avoidance of doubt:

1. the Client’s inactivity does not constitute a right for a refund or a discount of any kind.
2. restriction according to clause 4.5 of these T&Cs does not release the Client of their obligation to pay all the agreed Fees.

4.9. The Fees are tax exclusive. Any and all taxes including but not limited to VAT, sales tax, withholding tax, etc. according to the effective legislation are charged on top of the Fees.

 

4.10. The invoice is considered paid as soon as the full amount stated in the invoice, net of all charges and potential taxes, is credited to the ROI Hunter’s bank account specified in the Contract and/or in the invoice.

 

4.11. In case of the Client’s delay in settling payments, the Client is obliged to pay the contractual penalty 0,05% of the whole unsettled amount for each day of delay with payment until the whole unsettled amount and the contractual penalty according to these T&Cs is paid as defined in clause 4.10 of these T&Cs.

 

4.12. The Client is solely responsible for whitelisting the @roihunter.com and @post.xero.com domain. Any damages, material or other, arising from delayed and/or lost communication are at the Client’s expense and ROI Hunter explicitly disclaims responsibility of any kind.

 

5.1. ROI Hunter does not in any case cover or otherwise handle errors or deficiencies attributable to one of or a combination of (i) changes to the Service made by the Client which have not been approved by ROI Hunter in writing; (ii) use of the Service contrary to these T&Cs and/or use of the Service contrary to the written instructions given by ROI Hunter; (iii) use of the Service contrary to the Channel Terms; (iv) disturbances and/or interruptions in the Service due to data network; (v) any and all services and/or products not supplied by ROI Hunter; (vi) other reason(s) outside of the Service.

 

5.2. The Client acknowledges that the use of the Service is dependent on the Channel on which the Client’s advertising campaigns are carried out and that the actions of the Client and any and all third-party data providers may also affect the use of the Service. ROI Hunter does not accept any liability for the operation and function of any and all third-party products and/or services and/or actions and/or omissions of any and all third parties including but not limited to the third-party data providers, the Client, the Channels or any and all third parties who operate on the Channels.

 

5.3. ROI Hunter is not liable for any delay in performance of its obligations under these T&Cs caused by circumstances that were not reasonably foreseeable by ROI Hunter at the time of the acceptance of the Contract by ROI Hunter and the effects which could not reasonably be avoided or overcome, including but not limited to one of or a combination of reduced or disrupted access to the Channels, disruption or delay in external networks or Internet connection. ROI Hunter is not in any case liable to the Client for any lost profits or other consequential, special, indirect, or incidental damage arising out of or in connection with these T&Cs or use of the Platform or use of the Service or a combination thereof, even if the Client has not been notified of the possibility of such damage, and regardless of the legal theory on which any such damage may be based.

 

5.4. ROI Hunter is not liable for any errors, costs, damages, loss and disclosure of the Ads Content or other information or data not being transferred to or published on the Channels caused by a malfunction in a transfer facility or malfunction of the Channels.

 

5.5. The Service DOES NOT PROCESS the Personal Data of persons targeted by the Service. The Client is responsible for fulfilling all requirements of the Personal Data processing according to all applicable legislation.

 

5.6. To the extent allowed by law, ROI Hunter does not have other responsibility or liability for the Service. The Service is provided “as is” and “as available” and ROI Hunter expressly disclaims all other express or implied warranties, including but not limited to the warranties of merchantability, non-infringement, correctness and fitness for a particular purpose.

 

5.7. ROI Hunter’s total aggregate liability under these T&Cs may not in any calendar year exceed an amount equal to the aggregate amount of the Subscription Fee and the PoC Fee received by ROI Hunter from the Client under these T&Cs during the twelve (12) calendar months immediately preceding the event giving rise to such liability.

 

6.1. In fulfilling the obligation resulting from the Contract between the Client and ROI Hunter may occur the exchange of information that is considered confidential. The owner of such information exerts commercially reasonable efforts to maintain its secrecy.

 

6.2. The Parties consider as “Confidential Information”:

1. all information provided between the Parties which provide an economic or competitive advantage to its owner because the information is not generally known to or available through proper means by another person who can obtain economic value from its disclosure or use;
2. all the information that becomes known to the Parties in negotiating the conclusion of the Contract;
3. all the information that becomes known to the Parties in provision of the Service and in connection therewith.

 

6.3. The Parties are not entitled to disclose any and all Confidential information to any and all third parties without the prior written consent of the other Party and are obliged to protect them from disclosure or communication to any and all third parties in any manner whatsoever. An exception to this obligation is:

1. an obligation to disclose information and data if so provided by the applicable law (even in such a case a Party is required to ensure that information and data are only communicated to the necessary extent and the other Party is notified of such disclosure in advance);
2. a provision of information and data to the Affiliate. The Affiliate and persons acting on behalf of the Affiliate are obliged to preserve the confidentiality of the information to the same extent as the Parties.
3. a provision of information to ROI Hunter’s attorneys, auditors, consultants and service providers to an extent necessary to perform their services to ROI Hunter in the case of a written agreement that binds such contractors to protect the Client and their data to the same extent as is required of ROI Hunter.

 

6.4. Notwithstanding the confidentiality provisions, ROI Hunter may collect, store and use aggregated platform usage data and related information to develop, improve, support, and operate its products and services. ROI Hunter is not allowed to share any usage data that includes Client’s Confidential Information with a third party except in accordance with Section 6 (Protection of information, confidentiality) of this agreement. ROI Hunter may use and/or store such data and information and material derived from such information exclusively for the purpose of development and maintenance of the Platform and servicing of the Client under these T&Cs. The Client grants ROI Hunter a perpetual, worldwide and royalty-free license to use, modify and distribute derivative works based on such data.

 

6.5. Each Party shall promptly upon termination of the contractual relationship between the Parties (or when the Party no longer needs the material or information in question for the purposes of the Service) cease using Confidential Information received from the other Party and return or destroy the material in question (including all copies thereof) within 30 calendar days from the termination date. Each Party shall, however, be entitled to retain the copies required by law or regulations and ROI Hunter may use information in connection with the clause 6.4.

 

6.6. The confidentiality obligations set out herein will remain in force for 5 years from the disclosure of each respective Confidential Information.

 

6.7. The Parties’ obligations under Section 6 shall not apply to Confidential Information that:

1. the Receiving Party possessed before the Disclosing Party disclosed it to the Receiving Party;
2. is or becomes publicly known, other than as a result of breach of these T&Cs by the Receiving Party or by anyone to whom the Receiving Party disclosed it;
3. the Receiving Party obtains from a third-party, and the third-party was not under any obligation of confidentiality with respect to the Confidential Information and had obtained such Confidential Information legally; or
4. the Receiving Party can prove (to the reasonable satisfaction of the Disclosing Party) that the Confidential Information was developed by or for the Receiving Party independently of the Confidential Information disclosed by the Disclosing Party;
5. are treated in accordance with clause 3.14 of these T&Cs.
   
   

7.1. The PoC Contract may be terminated:

1. by the withdrawal of the Party if the other Party commits the Serious Breach;
2. upon expiration of the PoC Period.

 

7.2. The Full Contract (including all its Addenda) may be terminated:

1. by the withdrawal of the Party if the other Party commits the Serious Breach;
2. by the written termination notice of the Party stating the cause of requested termination related to errors or defects in the Service described in sufficient detail so such errors or defects are fully identifiable by ROI Hunter. Such termination notice comes with a remedy period of sixty (60) calendar days;
3. upon expiration of the Period.

 

7.3. In case of termination according to 7.2.b., the Contract is considered terminated only if the stated errors or defects are not sufficiently remedied or corrected within the remedy period. For the avoidance of doubt, the Client is obliged to pay ROI Hunter the remuneration for the Service provided at least until the end of the Billing Term within which the remedy period expires.

 

7.4. Upon termination according to Section 7 of these Terms and Conditions, no Fees will be returned by ROI Hunter, and the Client is obliged to pay the Fees invoiced as at the effective date of such termination.

 

8.1. The physical address of the Client's registered office determines:

1. The legal entity that enters into the Contract with the Client;
2. the applicable law governing these T&Cs and the Contract effected with the Client that will be applied in any dispute or lawsuit arising out of or in connection with the Contract and these T&Cs;
3. the courts that have jurisdiction over any such dispute or lawsuit; as set out in the table below:

 

8.2. For some countries, ROI Hunter uses a service of a Merchant of Record. In such case, the governing Law and the jurisdiction is set to Law of England with the exclusive jurisdiction in the courts of London.

 

9.1. ROI Hunter reserves the right to update and modify T&Cs from time to time. These T&Cs shall apply to all contracts entered into by the Parties after the effective date of these T&C. Legal relationships arising from any effective contract concluded between the Client and ROI Hunter before the effective date of these Terms and Conditions shall continue to be governed by the provisions of such contract and the Terms and Conditions in force at the time of conclusion of this contract.

 

9.2. In case any provision of these T&Cs becomes obsolete, ineffective, or invalid, it shall not result in nullity or ineffectiveness of these T&Cs as a whole.

 

9.3. Headings in these T&Cs are for convenience of reference only and shall in no way affect interpretation of any and all rights and/or obligations in relationship between the Parties.

 

9.4. Neither Party may assign its rights and obligations arising from the contractual relationship between the Parties without the other Party’s prior written consent. ROI Hunter is entitled to assign their rights and obligations arising from the contractual relationship between the Parties in whole or in part to the Affiliate(s).

 

9.5. Neither Party is liable to the other Party for any failure to perform any of its obligations (except payment obligations) under the relationship between the Parties during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (the Force Majeure). In such an event, the delayed Party must promptly provide the other Party with written notice of the proved Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure.

 

9.6. The Client agrees and acknowledges that the title and all intellectual property rights in and to the Service and any and all data, documentation, images and ROI Hunter’s software related thereto are owned and remain vested in ROI Hunter. No intellectual property rights shall be transferred pursuant to these T&Cs.

 

9.7. In case the Client comments the Service or provides suggestions for improving the Service, the Client agrees that all such comments, suggestions and ideas thereof are fully assigned to ROI Hunter and hence ROI Hunter owns all rights to use and incorporate them into the Service.

 

9.8. Any rights and obligations not regulated by these T&Cs shall be governed by the commercial and advertising laws applicable in the governing law set according to the rules specified in Section 8 of these T&Cs.

 

9.9. All changes and amendments to the Contract are made in a written form. The Parties declare that their mutual communication shall take place through authorized persons and/or elected representatives who shall be designated in the Contract. The Parties agree that the communication shall also take place electronically, by electronic mail to the addresses of the authorized persons and/or the elected representatives designated in the Contract. Documents in electronic form can be delivered by email.

 

9.10. Under no circumstances shall any delay, non-exercise or partial exercise of any rights by ROI Hunter be considered as a waiver, novation or alteration of any kind to the terms and conditions of the Contract or these T&Cs. All such rights may be exercised by ROI Hunter without prejudice at a later date.

 

9.11. The Contract according to these T&Cs replaces and supersedes all prior written or verbal agreements made in relation to the conclusion of the Contract and/or provision of the Service.

 

9.12. These T&Cs shall become valid and effective on 15/10/2023 and its wording is available on the public part of ROI Hunter’s website

(https://www.roihunter.com/terms-and-conditions).