Terms of Use

SERVICE CONTENT

  1. Party B provides a Meta advertising account for Party A to directly perform online advertising services to promote Party A’s brand and products at Meta’s allowed advertising placements.
  2. Party B will manage the Meta advertising account and assist Party A with Meta-related issues.
  3. Party B will provide consultation and support to Party A regarding Meta’s policies. Party A is responsible for making adjustments to comply with the policies (if any). In case Party A’s Meta ad fails due to policy violations and does not adjust according to Party B’s advice, Party A will be fully responsible.
  4. Both parties commit to fulfilling the terms and conditions of the Contract and its Appendices.

IMPLEMENTATION PLAN

  1. Party A submits account registration information via the template. Within 72 hours (seventy-two hours), Party B will provide Party A with the advertising account, provided that Party A’s website and fanpage comply with Meta’s regulations and the law. If Party A’s website or fanpage does not comply with Meta’s regulations, Party B will advise Party A to make adjustments within 8 (eight) working hours after receiving Party A’s account registration form.
  2. During the term of this Agreement, Party A is entitled to run multiple advertising campaigns as needed. The method of implementation, advance payment/settlement, and general terms regarding the rights and obligations of the parties will be governed by this Agreement unless the parties specifically agree otherwise in an email exchange.
  3. Party B has the right to temporarily suspend the campaign or close Party A’s Meta account if Party A fails to make payment without prior notice according to Clause 8.1.d of this Agreement (except in cases of force majeure or delayed payments due to Party B’s breach of the contract).

ACCOUNT DEACTIVATION

  1. When Party A wishes to terminate the contract, Party A will notify Party B. The deposit, balance, and fees in the account will be refunded within 30 (thirty) working days from the date Party A notifies the termination of the Agreement and Party B completes the final balance verification. In case Party B delays the refund, Party B will incur a penalty of 1% (one percent) of the delayed refund amount per day, not exceeding 8 (eight) working days.
  2. In case the account is not deactivated, does not violate Meta’s policies but is locked due to Party A’s error or if Party A does not wish to run the campaign based on the original registration, or requests a new account to replace the old one, the deposit and unused budget from the old account will be transferred to Party A’s new account within 48 working hours.
  3. When the account is deactivated, Party B will appeal for the account on behalf of Party A as soon as Party B receives the notification about the account being deactivated from Party A or from Meta. If after 48 hours the appeal is unsuccessful, Party B will initiate the process of issuing a new account for Party A.
  4. If the account is deactivated due to: a) Party A uses advertising content that violates the prohibitions in Meta’s policies as outlined at: https://facebook.com/policies/ads/ and the policies provided by Party B at: https://nexgenbros.asia/.
    b) Party A uses images and advertising content that has not been approved by Party B.
    Party B will notify Party A in writing or through official communication channels and proceed to terminate the contract without any liability or compensation.
  5. If the account is deactivated for reasons not caused by Party A:
    a) Due to Meta’s mistake.
    b) Approved images and content that led to account deactivation for unclear reasons.
    Party B will finalize the balance of the deactivated account and register a new account for Party A. If the balance of the deactivated account is less than 750 USD (Seven hundred fifty US dollars), Party A is responsible for paying the remaining budget and account management fees to reach the minimum budget of 1000 USD (One thousand US dollars) per account per instance.

RIGHTS AND OBLIGATIONS OF BOTH PARTIES

  1. Rights and Obligations of Party A: a) Party A has the right to set up and adjust Meta ad campaigns on the account provided by Party B.
    b) Party A may only use 1 (one) domain on the advertising account rented from Party B. Party A is not allowed to change the domain address unless there are force majeure circumstances (Meta bans, refusal, etc.). Any changes to the domain must be communicated and agreed upon in writing or through official communication channels.
    c) Party A has the right to complain about the quality of information and services provided by Party B. All complaints must be in writing and submitted to Party B within 3 (three) days from the issue arising, and Party B will respond within 3 (three) days after receiving the complaint from Party A.
    d) Party A is obligated to pay Party B fully and on time as per the terms of this Agreement. The amount Party A transfers to Party B includes Party A’s advertising fee and the account service fee. In the first payment, Party A is obligated to pay the deposit and setup fee for the account with Party B.
    e) Party A is obligated to cooperate and provide necessary information, documents, and facilities to help Party B adjust according to Meta’s policies.
    f) Party A ensures that the service information used for advertising on the Meta account provided by Party B does not violate Meta’s prohibitions and Vietnamese laws. Meta’s policies are outlined at: https://facebook.com/policies/ads
    g) In case Party A spends less than 150,000,000 VND (One hundred fifty million VND) and terminates the contract, Party A must pay a support fee of 5,000,000 VND (Five million VND) to Party B. This term does not apply in cases of force majeure, decisions of authorized government agencies, or when caused by Party B’s breach of the contract.
    h) Party A is responsible for penalty violations and compensation according to this Agreement.
  2. Rights and Obligations of Party B: a) Party B confirms the accounts provided to Party A according to the ID provided by Party A and grants exclusive use to Party A without sharing with any other party. All expenditures on the account after deducting mandatory payments are for Party A’s account. If an account is suspended causing Party A to owe compensation to Party B, Party B is obligated to inform Party A in writing before deducting from the account’s balance.
    b) Party B has the right to request Party A’s cooperation in making adjustments to ad campaigns or other related issues according to Meta’s policies.
    c) Party B is obligated to notify Party A each time a new account is issued or an account is suspended via the agreed communication method.
    d) Party B is obligated to notify Party A of any notifications from Meta affecting Party A’s ad campaigns. If any adverse issues arise, both parties must promptly inform each other to discuss and resolve.
    e) If Party B receives a violation notice from a third party or related department requesting the removal of Party A’s ads, Party B will promptly notify Party A, and Party A must immediately provide documents to prove that they have not violated any regulations or laws. If Party A fails to provide the necessary documents or does not receive third-party approval, Party B may cooperate with the relevant parties to remove the ads without assuming any responsibility.
    f) Party B is obligated to respect the copyrights of third-party publishers/publications that Party A provides and not use this content for any other commercial or non-commercial purposes after the ad campaign ends.
    g) Party B is obligated to ensure the account provided to Party A remains active and not suspended for any reason, except in force majeure cases or other exclusions by Party B.
    h) Party B is obligated to maintain confidentiality and not grant Party A’s account to any other party under any circumstances. If violated, Party B must assume full responsibility for providing a new account to Party A and compensating for any advertising costs incurred.
    i) Party B is not responsible for reconciling the actual advertising costs for each campaign but will assist Party A in tracking expenditures on the advertising account.
    j) Party B must immediately notify Party A in the event of force majeure and/or other exclusions of Party B’s responsibility.
    k) Party B is responsible for penalty violations and compensation according to this Agreement.
    l) Party B has the right to unilaterally terminate this Agreement at any time if Party A violates Meta’s advertising policies leading to significant impacts on Party B’s entire system.

DISCLAIMER AND EXCLUSION OF LIABILITY

  1. Party B has the right to immediately suspend campaigns or close Party A’s Meta account after notifying Party A, regardless of whether Party A agrees or not, if Party A fails to comply with Meta’s regulations on advertising policies and the laws of Vietnam regarding Internet services, using websites or Meta Fanpage for purposes causing social disorder, compromising national security, violating ethics, or engaging in illegal business practices. In this case, Party B’s legal obligations are excluded.
  2. Party A has the right to unilaterally terminate the Agreement if Party B does not fulfill its obligations; in such cases, Party B must complete the refund procedures to Party A as specified in Clause 1 of Article 6 of this Agreement.
  3. The time to issue a new account is up to 7 (seven) working days. If Party B does not issue a new account within 7 (seven) working days, Party A has the right to request Party B to stop issuing the account. Party A will be refunded the full amount paid to Party B according to Article 4 of this Agreement after 15 (fifteen) working days.
  4. If Party A’s domain does not meet the minimum budget expenditure of 150,000,000 VND (One hundred fifty million VND) in 03 (three) months, Party B will unilaterally terminate the Agreement without prior notice to Party A. Party B will settle costs according to the advance payment Party A has made and the actual expenditures in Party A’s advertising account within 30 (thirty) working days. The account setup fee of 50 USD (fifty US dollars) is non-refundable in this case.

COMMITMENT TO CONTENT

Party A guarantees that any content used in campaigns, including but not limited to texts, graphics, logos, trademarks, artworks, products, services, brands, and/or other materials, is either owned by Party A or authorized by the owner. Any disputes related to this content between Party A and a third party are not the responsibility of Party B and will not affect the terms of this Agreement.

CONFIDENTIALITY COMMITMENT

  1. “Confidential Information” refers to any information, data, or materials disclosed by one party to the other to perform tasks/services under this Agreement.
  2. Confidential Information does not include information that:
    (a) is publicly available or accessible through public channels,
    (b) is already in the receiving party’s legal ownership.
  3. Both parties commit not to disclose confidential information unless required by Vietnamese law or authorized government agencies. At the company’s discretion, the