SERVICE CONTENT
Party B shall provide Meta advertising accounts to Party A so that Party A may directly conduct online advertising services to promote Party A’s brand and products in Meta’s permitted advertising placements.
Party B shall manage the Meta advertising accounts and support Party A with issues related to Meta.
Party B shall advise and support Party A on matters related to Meta policies. Party A is responsible for making adjustments in accordance with the notified policies (if any). In the event Party A’s Meta ads cannot run due to policy violations that Party A fails to correct following Party B’s guidance, Party A shall bear full responsibility.
The parties commit to fully comply with all terms and conditions of this Contract and any attached Appendices.
IMPLEMENTATION PLAN
Party A shall submit the account registration form as required. Within a maximum of 72 (seventy-two) hours, Party B shall provide the advertising account to Party A, provided that Party A’s website and fanpage comply with the laws and Meta’s policies. If Party A’s website or fanpage does not comply with Meta’s standards, Party B shall advise Party A to make corrections within 08 (eight) working hours after receiving Party A’s registration form.
During the term of this Contract, Party A may run multiple additional advertising campaigns as needed. Implementation methods, payment/advance procedures, and general terms regarding rights and obligations of the parties shall be carried out under this Contract, unless otherwise agreed in writing via email between the parties.
Party B has the right to suspend campaigns or close Party A’s Meta accounts if Party A delays payment, without prior notice, in accordance with clause 8.1.d of this Contract (except for force majeure events or payment delays caused by Party B’s contractual breach).
ACCOUNT DEACTIVATION
When Party A wishes to terminate the Contract, it must notify Party B. The deposit, remaining balance, and service fees in the account shall be refunded within 30 (thirty) working days from the date Party A notifies termination and Party B completes the final reconciliation of the deposit and remaining balance. If Party B delays the refund, Party B shall pay a penalty of 1% of the delayed amount per day, not exceeding 08 (eight) working days.
If the account is not deactivated, does not violate Meta policy, but the website or fanpage is blocked due to Party A’s fault, or Party A no longer wishes to run ads under the original registration or requests a new replacement account, the deposit and unused budget from the old account will be transferred to the new account within 48 working hours.
When an account is deactivated, Party B shall submit an appeal for Party A immediately upon receiving notice from Party A or Meta. If the account is not restored within 48 hours after the appeal, Party B will proceed to issue a new account for Party A.
If the account is deactivated due to:
a) Party A’s use of advertising content that violates Meta’s prohibited policy terms specified at: https://facebook.com/policies/ads/
or the terms specified by Party B at: https://www.comme.asia/
b) Party A’s use of images or content that Party B has not approved
Party B shall notify Party A in writing or through the official communication channel of both parties and terminate the Contract without any obligation or compensation.
If the account is deactivated for reasons not caused by Party A:
a) Deactivation due to Meta’s error
b) Approved images and content but the account is disabled without a clear cause
Party B shall reconcile the remaining balance and open a new account for Party A. If the remaining budget is below USD 750, Party A must pay the shortfall plus the account management fee to reach the minimum USD 1,000 per account per issuance.
RIGHTS AND OBLIGATIONS OF THE PARTIES
1. Rights and Obligations of Party A
a) Party A has the right to configure and adjust Meta ad campaigns on the accounts provided by Party B.
b) Party A may use only one domain on the rented advertising account. Party A may not change the domain except in force majeure cases (e.g., Meta prohibits or rejects it). All domain changes must be notified and mutually agreed in writing or via the official communication channel.
c) Party A may lodge complaints regarding service quality provided by Party B. Complaints must be made in writing within 03 (three) days from the date of occurrence. Party B shall respond within 03 (three) days from receipt of the written complaint.
d) Party A must make full and timely payments to Party B under this Contract. Payments include Party A’s advertising fees and Party B’s account service fees. For the first payment, Party A must pay the deposit and account setup fee.
e) Party A shall cooperate and provide necessary information, documents, and materials for Party B to adjust content in accordance with Meta’s policies.
f) Party A shall ensure all advertising content run on Meta accounts provided by Party B does not violate Meta’s prohibited terms or Vietnamese law. Policies are available at: https://facebook.com/policies/ads
g) If Party A spends less than VND 150,000,000 but terminates the Contract, Party A shall pay Party B a support fee of VND 5,000,000, unless the termination is due to force majeure, authority requirements, or Party B’s fault.
h) Party A is responsible for penalties and compensation for violations as stated in this Contract.
2. Rights and Obligations of Party B
a) Party B confirms that accounts issued to Party A under the provided ID are for Party A’s exclusive use and shall not be shared. All advertising spend, after required deductions, belongs to Party A. If any account is suspended resulting in Party A’s compensation to Party B, Party B must notify Party A in writing before deducting from Party A’s advertising budget.
b) Party B may request Party A to modify advertising campaigns as required by Meta’s policies.
c) Party B must notify Party A whenever a new account is issued or an account is suspended.
d) Party B must inform Party A of any Meta notifications affecting Party A’s campaigns. If issues arise, the parties must promptly discuss and resolve them.
e) If a third party or Meta demands immediate removal of Party A’s ads for policy violations, Party B will notify Party A. Party A must promptly provide valid documentation proving compliance. Failure to do so gives Party B the right to cooperate with relevant parties to remove the ads without liability.
f) Party B must respect copyrights of materials provided by Party A and may not use them for any other commercial/non-commercial purpose after campaign completion.
g) Party B must ensure the advertising accounts provided remain active unless affected by force majeure or exemptions stated in the Contract.
h) Party B must maintain confidentiality and may not issue Party A's account to any other party. Violations require Party B to issue a new account and compensate for any advertising losses.
i) Party B is not required to prepare monthly cost reconciliation reports but will support Party A in obtaining spend data.
j) Party B must immediately notify Party A in the event of force majeure or other liability exemptions.
k) Party B is liable for penalties and compensation as per this Contract.
l) Party B may unilaterally terminate the Contract if Party A’s Meta policy violations negatively affect Party B’s system.
RIGHT OF REFUSAL AND LIMITATION OF LIABILITY
Party B may suspend campaigns or close Party A’s Meta account immediately after notifying Party A—regardless of Party A’s consent—if Party A violates Meta’s regulations or Vietnamese laws relating to Internet use, including using websites or Meta fanpages for prohibited purposes. In such cases, Party B’s legal obligations are waived.
Party A may terminate the Contract unilaterally if Party B fails to perform its obligations. Party B must refund Party A in accordance with Clause 1, Article 6.
Account issuance time is a maximum of 7 working days. If Party B fails to issue a new account after 7 days, Party A may request cancellation. Party A will receive a full refund within 15 working days.
If Party A’s domain does not reach a minimum budget of VND 150,000,000 within 3 months, Party B may unilaterally terminate the Contract without notice. Party B will settle fees within 30 working days. The account setup fee of USD 50 is non-refundable.
CONTENT COMMITMENTS
Party A guarantees ownership or authorized use of all content used in the Campaign, including text, graphics, designs, trademarks, artwork, products, services, brands, and other materials. Any dispute between Party A and third parties related to such content is not Party B’s responsibility and shall not affect this Contract.
CONFIDENTIALITY COMMITMENT
“Confidential Information” includes all information, data, or materials disclosed by one party to the other for the performance of this Contract.
Confidential Information excludes:
a) Information available publicly not due to the receiving party’s disclosure
b) Information already legally owned by the receiving party
Both parties shall not disclose Confidential Information unless required by Vietnamese law or competent authorities. The Contractor agrees to sign a separate confidentiality agreement if required.
This confidentiality obligation remains effective even after the Contract expires.
FORCE MAJEURE EVENTS
Force majeure refers to events beyond control and unforeseeable, preventing or delaying either party from fulfilling obligations, including but not limited to government actions, natural disasters, war, or epidemics.
Due to the nature of the Internet, force majeure also includes:
a) Computer viruses
b) Hacker attacks
c) Network errors
d) Bandwidth delays or failures by technology providers
e) Server failure
f) Power outages
In such events, parties must negotiate immediately to resolve issues. Obligations are suspended during the force majeure period without liability. The affected party must notify in writing and provide proof of force majeure.
If the event lasts more than 10 days and significantly affects obligations, either party may terminate the Contract.
If obligations cannot be fulfilled due to force majeure, neither party is liable. The termination procedures will follow actual conditions.
LIMITATION OF LIABILITY
Party B is exempt from liability for campaign losses such as interruption or failure to deliver information under the following circumstances:
Direct, incidental, consequential losses, or losses as provided by law
Losses due to technical errors or Facebook system downtime
Losses due to Internet transmission issues or national network infrastructure failures
Losses caused by Party A’s violations of Internet usage laws, website/Facebook/Fanpage misuse for prohibited purposes
ARTICLE 14. AMENDMENT, EXTENSION, LIQUIDATION, TERMINATION
Both parties commit to implementing the Contract for at least 03 months from the date Party A completes domain/page corrections as required by law and Meta. Early termination requires Party B to refund Party A’s deposit and unused budget within 30 working days after final reconciliation.
Any amendment must be approved in writing. If a party wishes to amend, it must notify the other party 10 days in advance. If the other party does not respond within 14 working days, the amendment is deemed accepted.
The Contract is automatically extended for 01 month unless Party A states otherwise.
The Contract terminates:
a) On the expiration date or any time thereafter
b) Before campaign completion:
i. By written agreement
ii. By written notice from Party A at least 07 days in advance
iii. After two violation notices without correction
iv. If either party is dissolved or bankrupt
Termination does not affect any rights already accrued by either party.
If terminated under Article 13.4(b)(ii), Party B must refund Party A’s unused prepaid amount.
If terminated due to account deactivation under Article 6.4, the USD 250 deposit is forfeited. If already refunded, up to USD 500 may be deducted from Party A’s ad budget.
If terminated under Article 6.5, Party B shall refund the USD 250 deposit to Party A.
ARTICLE 15. DISPUTE RESOLUTION
If disputes arise, parties shall negotiate in good faith. Failing agreement, disputes shall be resolved at the competent People’s Court. All costs (legal fees, court fees, dispute resolution fees, etc.) shall be borne by the losing party.
ARTICLE 16. OTHER PROVISIONS
Both parties commit to comply with all provisions in this Contract and any appendices.
The Contract is valid from the signing date until campaign completion.
Any amendments must be made in writing with signatures of both parties.
This Contract is executed in 02 copies of equal validity, each party retaining one copy.