• 1.1. These general terms and conditions (hereinafter referred to as “Terms”) govern the legal relationship between the media marketing agency (hereinafter referred to as the “Agency”) and its client (hereinafter referred to as the “Client”).

• 1.2. These Terms are an integral part of all agreements between the Agency and the Client, and they apply to all offers, orders, and other legal documents entered into by the Agency and the Client.

• 2.1. The Agency specializes in the creation of media and graphic content, including but not limited to photography, video production, graphic works, post-production, and other related activities.

• 2.2. The Agency also provides marketing services that cover a wide range of activities, such as marketing strategy, advertising campaigns, social media management, and other services. These services may include sub-services that are not specifically mentioned in this document but are included in the Agency’s overall offer.

• 2.3. The Client agrees to provide the Agency with all necessary cooperation, including the delivery of materials, information, and resources required for the proper execution of services. The Client is also responsible for all materials provided to the Agency, including securing the rights to use such materials for the purposes intended by the Client. The Client guarantees that the materials provided do not infringe on any third-party rights.

• 3.1. The fees for the services provided by the Agency shall be agreed upon in individual contracts or offers.

• 3.2. The Client is obligated to pay the fee based on the invoice issued by the Agency within the period specified on the invoice. If no period is specified, the due date is 14 days from the date of the invoice.

• 3.3. In the event of a delay in payment, the Agency is entitled to charge late payment interest of 0.05% of the outstanding amount for each day of delay.

4.1. General Licensing Conditions for Works

• 4.1.1. The Agency grants the Client a non-exclusive, non-transferable license to use the copyrighted works created under the contractual relationship with the Client (hereinafter referred to as the “Works”).

• 4.1.2. The Client is entitled to use the Works only to the extent and in the manner specified in the contract or offer. Any other use, including further distribution, modification, or commercial exploitation, requires prior written consent from the Agency.

• 4.1.3. All rights to the Works remain with the Agency unless otherwise expressly stated in the contract.

• 4.1.4. Any changes or modifications to the Works, including significant alterations, must be pre-approved in writing by the Agency.

4.2. Licensing Conditions for Music Components in the Works

• 4.2.1. The Agency declares that it has the necessary rights to use the musical components contained in audiovisual works (hereinafter referred to as the “Works”) in accordance with the applicable licensing conditions of the music providers. Based on this authorization, the Agency grants the Client a non-exclusive, non-transferable license to distribute the Works through the following channels:
  • a) Publication on the Client’s website, social media, applications, and other online platforms.
  • b) Use in online advertisements, including paid campaigns on social media and video platforms.
  • c) Internal use for presentations, training, and corporate communication.
  • d) Distribution in podcast shows.
  • e) Use via digital distribution and streaming services exclusively for online channels.

• 4.2.2. The Client is prohibited from:
  • a) Using the music components contained in the Works separately or outside their synchronization with the visual or audio material, or as a dominant element.
  • b) Selling, sublicensing, leasing, transferring, or otherwise providing the Works to third parties without the prior written consent of the Agency.
  • c) Using the Works in connection with illegal, morally inappropriate, politically controversial content, or in any context that could damage the Agency’s reputation or infringe the rights of third parties.
  • d) Creating derivative works from the musical components contained in the Works or otherwise altering their essential character.
  • e) Using the musical components contained in the Works to create standalone audio products, such as music tracks, sound banks, or sound templates, or otherwise making them available on a standalone basis.
  • f) Using the Works in film festivals, public screenings, television or film productions, including but not limited to full-length films, TV shows, documentaries, news programs, sports broadcasts, animated or children’s programs, without the prior written consent of the Agency.

4.3. Licensing Conditions for Agency Works Labeled as REELS and SHORTS

• 4.3.1. For works labeled by the Agency in offers or orders as “REELS” and “SHORTS,” the following conditions apply:
  • a) These works are intended exclusively for publication on social media platforms, specifically Facebook, TikTok and Instagram.
  • b) The Client does not receive any licensing rights to the music components contained in these works, as the Agency does not hold any licensing rights to the music.
  • c) The Agency provides these works without music components and recommends that the Client uses music appropriately licensed and attributed on the aforementioned platforms. The rights and responsibilities regarding the use of music recommended by the Agency rest solely with the Client, both during the production and at any time thereafter.

4.4. License Duration

• 4.4.1. The license is granted for an indefinite period, provided that all conditions outlined above are met. Works completed during the validity of this license may continue to be distributed after its termination; however, the Client is not allowed to use the music components to create new works or modify existing works after the license expires.

• 5.1. The Agency shall not be liable for any damages arising from the improper use of the services or the Works by the Client, or in the event that the Client fails to provide the necessary cooperation or fails to comply with their obligations under Section 2 of these Terms, including securing the legal rights to all materials provided.

• 5.2. The Agency is liable for damages only in cases where such damages are caused by a manifestly improper action in violation of the usual professional standards in the field of media and marketing consultancy. The liability for damages is limited to direct damages, and the maximum compensation is limited to the amount paid by the Client for the services directly related to the claim for damages.

• 6.1. The parties agree that all information obtained in the course of fulfilling the business relationship, which is not publicly available, shall be considered confidential and shall not be disclosed to third parties without the prior written consent of the other party.

• 6.2. The obligation of confidentiality continues even after the termination of the business relationship between the Agency and the Client.

• 6.3. In the event of a breach of confidentiality, the party that breached confidentiality undertakes to pay the other party a contractual penalty in the amount of 25% of the value of the contract, but at least CZK 250,000, for each individual breach. This does not affect the claim for damages that exceed the contractual penalty.

• 7.1. The business relationship between the Agency and the Client may be terminated by written agreement of both parties or by unilateral termination with 30 days’ notice, unless otherwise specified in the specific agreement.

• 7.2. The Agency is entitled to immediately terminate the business relationship if the Client significantly breaches its obligations under these Terms, particularly in the event of non-payment or breach of confidentiality.

• 8.1. All legal relationships arising from these Terms shall be governed by the laws of the Czech Republic.

• 8.2. The parties agree to seek an amicable resolution of any disputes. If an amicable solution cannot be reached, the disputes shall be resolved by the competent courts of the Czech Republic.

• 9.1. These Terms may only be amended or supplemented by written agreement of the parties.

• 9.2. If any provision of these Terms becomes invalid or unenforceable, it shall not affect the validity and enforceability of the remaining provisions.