Terms & Conditions
Last update: April 2, 2024
Pursuant to these Terms and Conditions, Hide Corporation Ltd, the company incorporated and acting under the laws of England and Wales, registration number: 13640073, having its registered office at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM, renders the services specified in the invoice to the Customer.
1. Acceptance of Terms
The Services are offered and provided subject to your acceptance of the Terms & Conditions contained herein and all other policies (including, without limitation, Privacy Policy, Refund Policy) and procedures that can be published from time to time by Hide Corporation Ltd related to the Services, which shall be incorporated herein by reference. By receiving and using the Services, you agree to the Terms and conditions herein.
2. Changes
We may make changes to the Terms & Conditions and/or our policies and/or procedures from time to time, in our sole and absolute discretion. We will notify you of any changes to the Terms & Conditions by posting the updated Terms and Conditions on the website of Hide Corporation Ltd (https://ninjapromo.io/), and we will revise the “Updated” date above. It is your responsibility to review the Terms & Conditions frequently and to remain informed of any changes to them. The then-current version of the Terms & Conditions will supersede all earlier versions. You agree that your continued receipt and use of the Services after such changes have been published will constitute your acceptance of such revised Terms and policies and/ or procedures (as applicable).
3. Definitions
3.1. Contractor – Hide Corporation Ltd, the company incorporated and acting under the laws of England and Wales, registration number: 13640073, having its registered office at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM, rendering the Services.
3.2. Customer – the legal entity or natural person ordering the Services by signing an Invoice issued by the Contractor or filling in the form for payment process.
3.3. Agreement – the agreement between the Contractor and the Customer for the rendering of services in accordance with these Terms & Conditions and an Invoice.
3.4. Services – the services specified in the invoice (hereinafter the “Invoice”) or upon invoicing the Customer through the paying agent.
3.5. Party to the Agreement – individually referred to as the Contractor or the Customer.
3.6. Parties to the Agreement – jointly referred to as the Contractor and the Customer.
3.7. Business Day – a day other than a Saturday, Sunday or public holiday in England.
3.8. Intellectual Property Rights – any and all rights arising under or associated with: (a) patents and similar or equivalent rights in inventions; (b) copyrights, “moral” rights and any other rights of authors or in works of authorship; (c) related rights, “moral” rights and any other rights of performers; (d) trademarks, trade names, corporate names and corporate identity; (e) trade secrets and confidential information; (f) applications for registrations of, amendment, prolongation, reissuances, update, extensions, restorations and reversions of the foregoing; and (g) all other similar or equivalent intellectual property or property rights created by any law anywhere in the world.
3.9. Invoice – a document drawn up by the Contractor in electronic form, which contains information on the list of Services for rendering to the Customer, the term of their rendering and cost, as well as current details of the Contractor for the purposes of performance of monetary obligations by the Customer under the Agreement.
4. Procedure for the entering into force of the Agreement
4.1. In the Terms & Conditions hereunder, the Contractor undertakes an obligation to render Services according to clause 3.4. of the Terms & Conditions and shall perform it subject to each Customer who applied to the Contractor for rendering Services. The publication of the text of the Terms & Conditions on the website https://ninjapromo.io/ at or presenting it to the Customer in any other manner shall constitute an offer by the Contractor to the Customer to enter into the Agreement on terms and conditions, specified herein.
4.2. The Agreement shall be deemed to be entered into on acceptance of the offer by the Customer. The acceptance of the offer from the Customer side shall be deemed to be an advance payment of 100% of the value of the Services as specified in the Invoice issued by the Contractor unless otherwise agreed by the Parties in writing.
4.3. By accepting the offer, the Customer fully agrees to all the provisions of the Terms & Conditions, Privacy Policy, Refund Policy without any waivers, exclusions or disclaimers.
4.4. The Terms & Conditions are not required to be drawn up on paper and signed with a handwritten signature.
5. Scope of the Terms & Conditions.
5.1. Use of Services and Availability. Contractor has a right, in its sole and absolute discretion, to render the Services to anyone and for any reason based on any legal grounds.
5.2. The subject of the Terms & Conditions is rendering of the Services that are specified in the Invoice issued by the Contractor. Methods of the Services rendering, ways and channels of promotion as well as other additional information that is necessary for the Service rendering shall be defined by the Contractor on its own. The key points about the Services can be added to the Invoice by the Contractor. The Customer shall provide the Contractor with all necessary information required for rendering the Services, and any resources and materials (including pictures, video clips, banners and other audiovisual content and materials provided by the Customer and designed (including) to promote and stimulate consumer interest in the Customer’s Software) required in order to render the Services by means agreed by the Parties within 3 (three) business days from the moment of Contractor’s request.
5.3. The Contractor shall be entitled to engage third parties to provide the Services to the Customer.
5.4. The key points about the Services can be added to the Invoice by the Contractor.
5.5. Onboarding period. The onboarding period for the rendering of Services is 5 (five) business days after the advance payment is completed. This period is necessary for the Contractor to prepare for the high-quality rendering of Services, taking into account the specifics of the Customer’s request, and therefore the actual provision of Services under the Agreement begins after the expiration of such onboarding period.
6. Rights and obligations of the Parties
6.1. The Contractor is entitled to:
6.1.1. refuse following the Customer’s instructions for the rendering of Services if fulfillment thereof leads to a breach of the current legislation of England and Wales, or the legislation of the countries within whose territory the Services are rendered;
6.1.2. suspend or terminate the provision of Services under the Agreement where the Customer fails to fulfill its obligations thereof.
6.1.3. unilaterally refuse to perform the obligations under the Terms & Conditions by notifying the Customer at least 5 (five) calendar days before the date of termination of the Agreement, and at the same time reimburse the Customer for the value of the Services paid but not delivered.
6.1.4. to prolong the term of rendering the Services for the number of days of delay in case the Customer delays provision of necessary information or does not perform certain actions, stated in the clause 7.2 of the Terms & Conditions.
6.2. The Contractor is obliged to:
6.2.1. render the Services to the Customer in the extent, at the time and within the period specified in the Invoice issued by the Contractor and accepted by the Customer, subject to payment in full and subject to full compliance by the Customer with all the requirements of this Agreement;
6.2.2. ensure the confidentiality of information provided by the Customer.
6.3. The Customer is entitled to:
6.3.1. demand efficient provision of the Services from the Contractor;
6.3.2. The Customer may unilaterally refuse to perform the Agreement by notifying the Contractor at least 10 (ten) calendar days before the date of termination. In the event of a unilateral refusal by a Customer (the legal entity) of the performance of the Agreement after the commencement of the performance of the Service by the Contractor, the Contractor shall deduct a fine equal to the value of the Services paid for but not rendered due to the Customer’s rejection of the Agreement.
6.4. The Customer is obliged to:
6.4.1. pay the Contractor for the Services as set out in the Invoice;
6.4.2. provide the Contractor with the information required for the provision of the Services at the Contractor’s request;
6.4.3. avoid actions directed at disrupting the correct operation of the software and computer software of the Contractor and undermining network security;
6.4.4. ensure the confidentiality of information obtained under these Terms & Conditions or provided by the Contractor.
6.5. The Parties shall be liable for the failure to perform or improper performance of their obligations under these Terms & Conditions in accordance with the laws of England and Wales.
7. Payment for the Services
7.1. The cost of the Services is approved by the Contractor and is based on the Contractor’s costs and amounts to:
7.1.1. the stated amount in the Contractor’s price list posted on the Website of Contractor (https://ninjapromo.io/), or
7.1.2. the agreed upon amount by the Parties via e-mail, messenger (Telegram, Viber, Slack, Whatsapp), or online chat on the Website of Contractor (https://ninjapromo.io/).
7.2. The payment for the Services shall be made on a 100% prepayment basis on the Invoice issued by the Contractor. The payment for the Services shall be made by non-cash bank transfer based on the payment order / by transfer of funds to the Contractor’s current account online / by transferring cryptocurrencies on the Contractor’s account (wallet).
7.3. The Services shall be deemed to be paid for from the moment the money is received in the Contractor’s account / cryptocurrencies in the Contractor’s account (wallet).
7.4. The date of the payment is the date when the monetary funds are credited to the bank account of the Contractor, Contractor’s current account online (wallet).
7.5. Any fees, commissions, charges, other similar expenses charged by banks, including correspondent banks, payment service provider, other credit and financial institutions, related to the execution of payment obligations under the Terms & Conditions and Invoice shall be borne by the Customer.
8. Intellectual property rights provisions.
8.1. Assignment. In case of creation by the Contractor in the course of rendering the Services and during direct fulfillment of its obligations under the Agreement, since the Customer accepts, in accordance with section 6 of the Agreement, any of the results of the Services rendered by the Contractor under the Agreement, the Customer shall acquire the Intellectual Property Rights in respect of the corresponding deliverable in full, including, inter alia, the right for reproduction, distribution of the original or copies through sale or in another way of transferring ownership; renting copies, importation of copies, public performance of an original or copies; other communication to the public; translation, re-work, transmission on the air, across the wire.
The Customer’s exclusive right for the Services rendered product extends to the territory of all countries in the world and lasts for the whole period of the relevant Intellectual Property Rights duration. No acceptance certificates or any other additional documents are required for the transfer of the right for the Services rendered product to the Customer.
8.2. The cost of the Intellectual Property Rights for all results of the Services rendering is included in the cost of the Services and is not subject to additional payment.
8.3. Encumbrances. The Contractor guarantees that the rights with respect to the Services rendered product created by it are not and will not be encumbered by rights of third parties or in any other way. The Contractor also guarantees that it will not allow any violation of third parties’ rights in the course of Services rendering.
8.4. Third party engagement. The Contractor hereby warrants, represents and guarantees to the Customer he shall ensure the presence of duly executed by all contracting parties employment (work-for-hire) and other agreements (which provide for assignment of all legal rights to the Contractor) with each employee or contractor of the Contractor or any third party (subcontractor, freelancer, etc.) hired under a civil-law agreement fully covering the terms and conditions of their Services rendering. If any new staff member or a third party shall be asked to perform any work or service in the course of further work on the Services rendered product, the Contractor hereby guarantees that prior to commencement of such additional work or service it will execute a mutually signed agreement with such new party, which will provide assignment of all Intellectual Property Rights to the Contractor. From time to time, the Customer may ask the Contractor to provide a copy of any of the agreements mentioned in the present clause for its reference; and the Contractor hereby agrees to do so within 3 (three) business days following the request of the Customer.
The Contractor warrants that it has received from the applicable employees, contractors or third parties on the basis of civil law contracts, who are or will be authors of the Services rendered product, written documents that confirm that these employees, contractors and third parties agree to the use of the intellectual property objects produced by them without designation of their names. In the event that any of the authors of the intellectual property in the future wish to be listed as the author of the respective Services rendered product, the Contractor shall reimburse the Customer all damages (actual damages and lost profits) related to the exercise of such right by any author.
The Contractor, as the representative of the authors, authorizes the Customer to make the necessary changes, deletions or additions to the Services rendered product – including any intellectual objects – to publish them in any form. The Customer ensures that changes made to the Work product – including any intellectual property objects – will not cause any damage or harm the honor, dignity and (or) the business reputation of the Contractor or authors.
9. Disclaimer of warranties and limitation of liability
9.1. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED BY THE CONTRACTOR TO THE CUSTOMER ON AN “AS IS,” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT. THE CONTRACTOR DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/ OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/ OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, ALL OF WHICH THE CONTRACTOR EXPRESSLY DISCLAIMS.
9.2. LIMITATION OF LIABILITY. EXCEPT FOR THE OBLIGATIONS OF INDEMNITY CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL THE CONTRACTOR BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN AN ACTION OR AGREEMENT, TORT (INCLUDING NEGLIGENCE) EVEN IF THE CUSTOMER WAS NOTIFIED OF THE POSSIBILITY OF DAMAGES.
10. Indemnity and warranty
10.1. Indemnification. The Customer shall indemnify, defend and hold harmless the Contractor, and its directors, officers, employees, agents, successors and assigns (the “Contractor Indemnitees”) from and against any and all claims, damages, expenses, costs (including reasonable attorney’s fees) (collectively, “Liabilities”): brought or asserted by third parties against the Contractor Indemnitees arising out of any claim (a) resulting from the Customer’s breach of any of its obligations under this Agreement (including its representations and warranties), (b) that all Intellectual Property provided by the Customer and incorporated in the Services infringe any Intellectual Property Rights of any third party.
The Contractor shall promptly notify the Customer of any such claim; and the Contractor shall reasonably cooperate with the Customer in the settlement or defense of such claim. The Customer shall keep the Contractor informed of, and consult with the Contractor in connection with the progress of such litigation or settlement. The Customer shall not have any right, without the Contractor Indemnitees’ written consent, to settle any such claim unless such settlement includes a full release of the Contractor Indemnitees.
10.2. Non-Sanctioned Status. The Customer warrants that neither the Customer nor any of its executive officers, directors or any individual, entity, or organization holding any ownership interest or controlling interest in Customer is an individual, entity, or organization with whom Contractor is prohibited from dealing by any law, regulation, or executive order, including, without limitation, names appearing on the UK sanctions list, EU sanctions list, on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s and Specially Designated Nationals and Blocked Persons List. Furthermore, the Customer understands that if at any time during the terms of Services, the Customer or any of its executive offices, directors or any individual, entity, or organization holding any ownership interest or controlling interest in Customer, is determined to be or for any reason becomes an individual, entity, or organization with whom Contractor is prohibited from dealing in accordance to this clause, the Customer shall give immediate written notice to Contractor and Contractor shall have the right to terminate this Agreement with immediate effect, without fault or liability. If Contractor exercises the termination right described herein, the Customer shall pay Contractor for the Service provided prior to the effective date of the termination.
10.3. By fulfilling the conditions and obligations of the Terms & Conditions, each Party represents and warrants to the other that: (a) it has full power, right and authority to enter into relations under the Terms & Conditions and to carry out its obligations under the Terms & Conditions, and will act in compliance with all laws in performing such obligations, and (b) that there are no other agreements, written or oral, with any third party in conflict the Terms & Conditions.
10.4. The Contractor shall not violate any law or infringe any Intellectual Property Right or other right of any third party, including without limitation any rights of publicity or privacy or other rights, or give rise to any legal claim by any third party within the Services rendering process.
10.5. By fulfilling the conditions and obligations of the Terms & Conditions, Customer represents and warrants Contractor that there are no actions, proceedings, or claims, pending or threatened against the Parties which may affect the legality, validity, or enforceability of the Terms & Conditions.
11. Miscellaneous
11.1. Entire Agreement; Conflict. Unless otherwise agreed to by Contractor and you in writing, the Terms & Conditions (including, without limitation, the terms and conditions set forth herein, Privacy Policy, Refund Policy, and other policies as can be described above) constitutes the entire agreement between Contractor and you concerning the subject matter hereof.
11.2. Governing Law. These Terms & Conditions and any use of the Services will be governed by the laws of England and Wales.
11.3. Jurisdiction. Any claims and notices shall be sent in writing by the Parties by registered mail with notice of delivery. The Party that received the claim undertakes to review and respond to such a claim within 20 (twenty) business days of its receipt. If a claim is rejected, in whole or in part, or the submitting Party does not receive a response within the specified time for its consideration, the submitting Party may apply to the proper Courts of London. Each party irrevocably agrees that the Courts of London shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms & Conditions.
11.4. Electronic Signatures. Documents executed, scanned, and transmitted electronically and electronic signatures, as well as signature through the systems Docusign, PandaDoc and a facsimile signature (reproduced mechanically using clichés) shall be deemed original signatures for purposes of these Terms & Conditions and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.
11.5. For communication and transmission of documents and information with legal effect, the Contractor will use the following e-mail addresses: [email protected]. Other e-mail addresses are not permitted.
11.6. Reference. You agree that Contractor, its subcontractors and affiliates may reference you as our customer, and that Contractor may reasonably use, on a royalty-free basis, your trademark and/or logo for such purpose.
11.7. Severability. If any part of the Terms & Conditions is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms & Conditions and/or any breach thereof, in any one instance, will not waive such term and/ or condition or any subsequent breach thereof.
11.8. Assignment. You may not assign your rights under the Terms & Conditions to any third party without express prior written consent of the Contractor. Contractor may assign its rights under the Terms & Conditions to the third party. In that case, these Terms & Conditions will be binding upon and will insure to the benefit of the third party, their successors and permitted assignees.
11.9. Force Majeure. Except for payment obligations, neither Contractor nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include a failure by a third-party hosting provider or utility provider, shortages, riots, pandemics, fires, acts of God, war, strikes, terrorism, and governmental action, natural disasters, military actions, actions of third parties, the entry into force of laws, regulations and directives of State bodies and organizations that directly or indirectly prohibit rendering the Services, other circumstances independent of the will of the Contractor or the Customer. A Party that has defaulted on an obligation under the Terms & Conditions due to force majeure shall promptly notify the other Party. Such a Party is obliged to prove the existence of force majeure and its effect on the impossibility of proper performance of obligations under these Terms & Conditions.
11.10. Survival. All provisions of the Terms & Conditions by their nature should survive termination, including, without limitation, warranty disclaimers, indemnity provisions and limitations of liability.
11.11. No Waiver. No failure or delay on the part of either Party in exercising any power, right or remedy under these Terms & Conditions will operate as a waiver thereof, nor will any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.
11.12. Refund Policy. The Customer may request a refund no later than 7 calendar days after a payment has been made. Contractor is entitled to deduct 5% service on said refund. After the 7-day period has elapsed, the payment for the Services becomes non-refundable.
The refund request may be denied in the following case:
a) The Contractor may deny a refund request if evidence of fraud, abuse of refunds, resale of the Contractor’s services or other manipulative practices;
b) Promotions, upgrades and changes to existing plans are non-refundable;
c) Violation of refund process.
Refund process:
a) The Customer should contact the Contractor’s team by [email protected] email with the following subject: «Refund request»;
b) Email should be sent from the Customer’s email (used while providing the payment);
c) Email should include the following information: company name, date of the payment, name of the service.
11.13. Marketing subscription. When Customer chooses «Marketing subscription» Services (a number of Services (package), provided by the Contractor at a time on the basis of monthly payment by the Customer of Services cost) to be performed by the Contractor, unused hours during the subscription period (30 days) carry over to the next month/period only if the Marketing subscription is renewed.
In the event that the Marketing subscription Services package is not renewed and there are unused hours remaining, no refund will be provided for the unused hours.
The first month of any form of Marketing subscription begins at the moment the work plan/strategy is accepted by the Customer and lasts for 30 days. After the end of this 30-day period, the next Marketing subscription month begins immediately the following day. Each subsequent Marketing subscription period is calculated in the same way, meaning each new Marketing subscription month starts after the end of the previous 30-day period.