General Terms And Conditions of Agreements

Version valid from 09.05.2024r.


  1. The subject of the Agreement is paid provision of Services by
    inStreamly for the Brand.
  2. Services will be performed in accordance with the Brief
    submitted by the Brand.
  3. inStreamly undertakes to exercise due diligence in performing
    Services. inStreamly represents thereby that the Agreement is
    an agreement of due diligence, not of a result. This means
    that inStreamly does not guarantee the achievement of a result
    in the form of, in particular, increased sales, increased
    brand recognition, increased traffic, etc.


    1. Services are performed according to one of the two settlement

a) CPC (cost per click) – in this model, the Brand pays for a
click on the link appearing simultaneously with the creation;

b) CPV (cost per view) – in this model, the Brand pays for a
full view of the creation.

In both models, inStreamly provides the Brand with a report
indicating the number of clicks or views.

    1. The target value of the model (NUMBER OF VIEWS/ CLICKS IN THE
      CAMPAIGN), as specified in the Contract, determines the number
      of clicks or views after which the campaign will automatically
      cease to be published.
    2. The Brand will pay inStreamly remuneration for the Services
      being the product of:

a) the target value of the model (NUMBER OF VIEWS/ CLICKS IN
THE CAMPAIGN) and the amount per click or view. This also
applies to campaigns which have been suspended at the Brand’s
request; and

b) other services provided by inStreamly (SETUP FEE/ ARTWORK).

The level of achievement of the target value of the model is
measured with inStreamly tracking tools. It means that: (a)
inStreamly takes no responsibility for tracking codes used by
the Brand that may be blocked by an adblocking software; (b)
the remuneration is calculated according to the reports
generated by the inStreamly tracking tools and not the
tracking tools used by the Brand.


    1. The remuneration of inStreamly shall be payable:

a) after the performance of Services; or

b) before the performance of Services, as an advance payment;

depending on the arrangements between the Parties (PAYMENT
TERMS). If no arrangements are made, the remuneration shall be
payable after the performance of Services. In the event when
the Brand orders subsequent Services, the commencement or
continuation of their performance by inStreamly may be
contingent upon the payment for Services already performed.

    1. inStreamly shall have the right to charge interest in the same
      amount as for commercial transactions, from the first day of
      default in payment. The moment of crediting the funds on the
      account of inStreamly shall be deemed as the date of payment.
    2. Remuneration shall be paid based on a VAT invoice issued by
      inStreamly and delivered in accordance with the contact
      details provided in the part CONTACT PERSONS AND DETAILS. The
      payment deadline shall be specified in the part PAYMENT TERMS.
      The VAT invoice shall be issued:

a) for payments after performance of Services: based on the
report generated by the tracking tools of inStreamly. The
invoice shall be issued after Services.

b) In the case of payments before the performance of Services:
according to the arrangements between the Parties (PAYMENT
TERMS). The advance payments shall be non-refundable in the
event of cancellation of the Services. The invoice shall be
issued after the signing of the Contract.

  1. The Brand consents to the issuance of electronic invoices and
    to their delivery in a manner specified above.
  2. All remuneration amounts are always net amounts and do not
    include taxes, customs or fees imposed or charged in Poland,
    in the Brand’s country or abroad. Such fees always encumber
    the Brand, except for the income tax charged to inStreamly by
    the Polish tax authorities.


  1. All creations developed for the purpose of implementing the
    Agreement and materials to be published as part of Service
    shall remain the property of the Party that developed them,
    with a reservation that in the event when creations or
    materials have been developed by:

    • the Brand, upon the provision of the creation,
      inStreamly shall obtain a non-exclusive, royalty-free
      licence without any temporal or territorial
      limitations, within the scope of public sharing of
      creations or materials in a manner allowing anyone to
      access them at a place and time of their choice,
      provided that this is related to performing Services
      or informing about cooperation. Furthermore, thesuch
      thea creation may be used without attribution;
    • inStreamly, upon the provision of the creation, the
      Brand shall obtain a non-exclusive, royalty-free
      licence without any temporal or territorial
      limitations, within the scope of public sharing of
      creations or materials in a manner allowing anyone to
      access them at a place and time of their choice.
      Furthermore, the creation may be used without
      attribution. Obtaining a broader licence or a transfer
      of rights requires additional arrangements and may
      involve additional fees for inStreamly.
  2. if inStreamly is responsible for the development of creations,
    there shall be two possible corrections permitted per every
    step of the creative process and all corrections above that
    two shall be carried out only for the additional remuneration.
    There are usually two stages of the creative process:
    conception and design of the artwork. The Parties may jointly
    agree on more stages of the creative process. Such
    arrangements must be made together with the conclusion of the
    Contract. It shall not be possible to introduce corrections to
    the previously accepted step of the process and to the
    elements that were explicitly indicated in the Brief.
  3. inStreamly may ask the Brand to provide materials or other
    resources necessary for the development of creations, and the
    Brand shall be obliged to provide them according to
    inStreamly’s guidelines.


  1. At any time, the Brand may request inStreamly to suspend
    performing Services, in full or in part. In such an event,
    inStreamly shall comply with the aforementioned request to the
    extent possible, whereby if inStreamly receives such a request
    after the commencement of Service performance, the Brand shall
    pay remuneration on conditions specified in item 2 of the
    GTCA. In addition, if inStreamly has prepared a creation for
    the campaign, the Brand shall pay inStreamly remuneration for
    the development of such a creation.
  2. If inStreamly has reasonable doubts related to the Brand’s
    credibility (e.g. emails coming from outside the official
    domain), inStreamly may make Service performance contingent
    upon prepayment of the entire or partial remuneration.


    1. The commencement date for the performance of Services may be
      changed in the event of:{‘ ‘}

a) delay in the provision of materials or other resources
necessary for the performance of Services (including, but not
limited to, resources necessary for the development of

b) reasonable doubts of inStreamly related to the Brand’s
credibility (e.g. emails coming from outside of the official

c) default in payment for the previously provided Services.


    1. Remuneration of inStreamly has been determined so as to
      reflect the limitation of liability of inStreamly and, at the
      same time, to represent a reasonable commercial division of
      risks between the Parties. With regard to the foregoing,
      inStreamly excludes, to the maximum extent allowed by the
      applicable law:

a) any assurances, guarantees, warranties and conditions that
may have an effect between the Parties or may be implied or
incorporated by law and/or custom and/or otherwise, except for
any conditions or guarantees the exclusion of which would be
contrary to any reason that would result in the invalidity of
this item or the Agreement;

b) all losses or damage of the Brand and third parties
submitting claims to the Brand, regardless of their reasons,
source, fault of inStreamly, knowledge of inStreamly about the
possibility of their occurrence and the time of their
occurrence, including lost profits, lost sales, lost
investments, lost business, business opportunities or savings,
permanently or temporarily lost data or systems, lost
reputation, losses related to permanent or temporary cessation
of activity, except for liability the exclusion of which would
be contrary to any reason that would result in the invalidity
of this item;

which the Brand accepts.

    1. Each time, the liability of inStreamly:

a) for a non-performed or incorrectly performed Service: shall
be limited only to the re-provision of a given Service or to
covering of the costs of the re-provision of a given Service
by an entity other than inStreamly;

b) in any other event: shall be limited to the amount of
remuneration earned by inStreamly on account of performance of
a particular Service the liability is related to.


  1. This Agreement shall be governed by Polish law. In matters not
    settled herein, the provisions of the Polish Civil Code shall
    directly apply.
  2. All disputes between the Parties arising in connection with or
    based on the Agreement which cannot be resolved amicably
    within 14 (in words: fourteen) days from the date of
    commencement of a given dispute shall be resolved by the
    competent court for the district of Warsaw – Śródmieście.


    1. All declarations of intent, notifications, working
      arrangements and other information, including binding
      arrangements pertaining to services, shall be sent in
      accordance with the details indicated in the Agreement
      (CONTACT PERSON). In order to clear any doubts, the Brand
      confirms that:

a) the person indicated in the Agreement is entitled to submit
and agree on the aforementioned elements with effect for the
Brand. If several persons have been indicated, each of them is
competent individually;

b) the email address is assigned to the aforementioned person

c) an email is deemed received if the sender’s computer
indicates that the message has been received and has not been

This means, in particular, that commencement of Service
performance by inStreamly does not require any additional
representations, signatures, messages, confirmations and/or
countersignatures of other persons (including members of the
Management Board).{‘ ‘}

  1. Change of the contact persons referred to in the item above
    does not constitute an amendment to the Agreement and must be
    communicated to the other Party in the form of an email sent
    to the address of the other Party, indicated in the Agreement,
    in order to be valid. Such a change takes effect from the
    moment of an email confirmation of receipt.


  1. The documentation (Agreement, GTCA, Brief) terminates and
    supersedes all other prior written or verbal arrangements,
    agreements, understandings and contracts within the scope
    covered by its content.
  2. The Parties jointly represent and confirm by signing the
    Agreement that the content of the Agreement is known and
    understandable to them and that it raises no interpretative
    doubts (exclusion of contra proferentem).


    1. inStreamly may publish:

a) an anonymous description of the cooperation with the Brand
– on inStreamly’s website and/or marketing materials;

b) an anonymous case study pertaining to the cooperation with
the Brand;

c) information about the cooperation with the Brand with a provision of the Brand’s details and logo. The above also applies if the Brand acts in the name of or commissions Services for a third party. In this case, inStreamly may publish information about the cooperation with the third party with a provision of the third party’s details and logo.

    1. Upon the Brand’s consent, the description and the case study
      may be non-anonymous, and the Brand shall not unreasonably
      refuse to grant such a consent. At the same time:{‘ ‘}

a) a non-anonymous publication may be made using the Brand’s

b) withdrawal of the consent granted applies only to future
materials, i.e. inStreamly shall not be obliged to remove
materials which have already been published.

  1. The above does not violate the confidentiality provisions.


  1. The Parties oblige not to communicate, disclose or use
    information that constitutes the trade secret of the other
    Party. A trade secret is any information about the other Party
    that is not the subject of entries in public registers and is
    not publicly known, and which the given Party provided to the
    other in the course of the execution of the Agreement. The
    trade secret includes, in particular, commercial, technical,
    technological, organizational, know-how and all information
    obtained in connection with or in the execution of obligations
    under the Agreement, including pricing.
  2. Information constituting a trade secret of a given Party may
    be disclosed to third parties by one of the Parties only with
    the consent of the Party to which the information relates, and
    without such consent only if required by applicable law and
    only to the extent necessary. The disclosing Party is to
    inform the other Party about the obligation to disclose this
    information unless the provisions of the Agreement prohibit
  3. The obligation of confidentiality is binding during the term
    of the Agreement, as well as within a period of 5 (in words:
    5) years after its termination or expiry.


  1. None of the Parties shall be entitled to transfer their rights
    (including liabilities) arising from the Agreement to a third
    party without the prior written consent of the other Party.
  2. Any amendments to the Agreement shall be made in electronic
    form, in accordance with the rules indicated in the parts
    CONTACT PERSON and FINAL PROVISIONS (item 3) of the Agreement,
    whereby the Parties exclude the possibility of implied
    amendment of the Agreement (e.g. by tacit consent). Each time,
    the current GTCA applicable at inStreamly on the date of
    conclusion of the Agreement shall apply to the Agreement.

The provisions of the Agreement shall waive and replace all other provisions, arrangements or understandings, irrespective of their form and substance, which regulate matters regulated by the Agreement.