GENERAL TERMS AND CONDITIONS | Adpact Agency
Last amended: August 2026

ARTICLE 1. DEFINITIONS

In these general terms and conditions, the following definitions apply:

Client: the contractual counterparty of Adpact Agency.
Agreement: the agreement for the provision of services by Adpact Agency.

ARTICLE 2. GENERAL

2.1 These general terms and conditions apply to every offer, quotation and agreement between Adpact Agency and a client to which Adpact Agency has declared these terms applicable, unless expressly agreed otherwise in writing.

2.2 These general terms and conditions also apply to all agreements for which Adpact Agency engages third parties to perform the services.

2.3 Deviations from these general terms and conditions are valid only if expressly agreed in writing. In the event of a conflict, expressly agreed provisions in the quotation or agreement take precedence over these general terms and conditions.

2.4 The applicability of any purchasing terms or other conditions of the client is expressly rejected.

2.5 If one or more provisions of these general terms and conditions are void or annulled, the remaining provisions remain fully applicable. In such cases, the parties will consult to agree on replacement provisions.

ARTICLE 3. OFFERS AND QUOTATIONS

3.1 All offers are non-binding, unless stated otherwise.

3.2 Quotations remain valid for thirty (30) days, unless stated otherwise.

3.3 Prices exclude VAT and other levies, unless stated otherwise.

3.4 Adpact Agency is not bound by deviations in the client's acceptance unless Adpact Agency confirms these in writing.

3.5 A composite quotation does not oblige Adpact Agency to perform part of the assignment for a proportional share of the quoted price.

3.6 Offers and quotations do not automatically apply to future assignments.

ARTICLE 4. PERFORMANCE OF THE AGREEMENT

4.1 Adpact Agency performs the agreement to the best of its knowledge and ability and in accordance with professional standards.

4.2 Adpact Agency has the right to engage third parties to perform the agreement.

4.3 The client must provide all necessary data, access and information in a timely manner.

4.4 Adpact Agency is not liable for damage resulting from incorrect or incomplete information provided by the client.

4.5 The client indemnifies Adpact Agency against third-party claims attributable to the client.

ARTICLE 5. CHANGES TO THE AGREEMENT

5.1 If, during performance, it becomes necessary to amend or supplement the agreement, the parties will consult in a timely manner.

5.2 Changes may affect the schedule and costs.

5.3 Adpact Agency will inform the client in advance of the financial consequences.

5.4 Additional work will be agreed upon and confirmed in advance.

ARTICLE 6. DURATION AND NOTICE OF TERMINATION

6.1 The engagement is entered into for a minimum period of three (3) months, unless agreed otherwise in writing. The start date is specified in the quotation or agreement.

6.2 After this initial period, the engagement automatically continues for an indefinite period.

6.3 Either party may terminate the engagement at the end of a calendar month by giving one (1) full calendar month's notice. This notice period begins on the first day of the month following receipt of the notice. The engagement ends at the end of a calendar month, after both the notice period and the agreed minimum engagement period have elapsed.

6.4 Notice of termination may be given in writing, including by email. The services will continue until the termination date, and the agreed payment obligations remain in effect until that date.

6.5 An agreed performance deadline is not a strict deadline. In the event of delay, the client must give Adpact Agency written notice of default.

ARTICLE 7. FEES

7.1 The parties may agree on a fixed fee, an hourly rate, a percentage of advertising spend, a performance-based fee or a combination of these. The agreed fee and the corresponding calculation method are specified in the quotation or agreement.

7.2 Only if no other fee arrangement has been agreed will the fee be calculated based on the actual hours worked, at an hourly rate agreed in writing in advance.

7.3 All amounts exclude VAT.

7.4 Invoicing generally takes place monthly. Any performance-based fee is calculated and invoiced in accordance with the arrangements in the quotation or agreement.

7.5 The agreed rates remain unchanged during the agreed minimum engagement period, unless the parties agree in writing to a change in the services and the corresponding fee. After that period, Adpact Agency may adjust its rates. A rate change will be announced in writing and will not take effect until one (1) full calendar month following the month of announcement has elapsed. This gives the client the opportunity to terminate the agreement in accordance with Article 6 before the change takes effect. Any longer agreed fixed-price period remains in effect.

7.6 If the scope of the services differs substantially from the original estimate, the parties may, following consultation, agree on an adjusted fee in writing.

7.7 Advertising spend is not included in Adpact Agency's service fees, unless agreed otherwise in writing. Any additional costs for external software or services will be agreed with the client in advance.

ARTICLE 8. PAYMENT

8.1 Payment must be made within fourteen (14) days of the invoice date.

8.2 If payment is not made on time, the client is in default by operation of law.

8.3 The client owes interest of 1 percent per month, or the statutory commercial interest rate if higher.

8.4 All collection costs are borne by the client, subject to a minimum of EUR 150.

ARTICLE 9. INTELLECTUAL PROPERTY

9.1 All scripts, dashboards and related technical documentation developed by Adpact Agency remain the property of Adpact Agency until all payment obligations have been fulfilled.

9.2 After full payment, the client obtains a non-exclusive right to use the delivered scripts and dashboards within its own organisation.

9.3 The client may not sell, distribute, publish or commercially exploit scripts or dashboards developed by Adpact Agency outside its own organisation without prior written consent.

9.4 Advertising accounts, including but not limited to Meta, Google and TikTok accounts, are created in the client's name or transferred to the client and remain the client's property at all times. This also applies to the campaign structures, settings, audiences and historical account data built up within those accounts.

9.5 Advertising materials and creatives developed by Adpact Agency specifically for the client may be used by the client without restriction after full payment of all outstanding invoices. Components licensed by third parties, such as stock materials, music or fonts, remain subject to the licence terms of the relevant third party.

ARTICLE 10. SUSPENSION AND TERMINATION FOR BREACH

10.1 If the client fails to fulfil its obligations, Adpact Agency will inform the client in writing and provide a reasonable period to remedy the failure. If the failure is not remedied within that period, Adpact Agency may suspend the services or terminate the agreement, in whole or in part, to the extent justified by the breach. A prior remedy period is not required where performance is permanently impossible or where immediate suspension is reasonably necessary to prevent serious damage or security risks. In that case, Adpact Agency will inform the client of the reason as soon as possible.

10.2 Upon termination, all outstanding claims for services already performed and other amounts owed under the agreement become immediately due and payable.

10.3 Adpact Agency retains the right to claim damages to the extent that a statutory or contractual basis exists.

ARTICLE 11. INDEMNITIES

11.1 The client indemnifies Adpact Agency against third-party claims relating to materials, data or content supplied by the client.

11.2 The client guarantees that the data provided and the systems made available are lawful and secure.

ARTICLE 12. FORCE MAJEURE

12.1 The parties are not obliged to fulfil their obligations in the event of force majeure.

12.2 Force majeure includes all external causes beyond Adpact Agency's reasonable control.

12.3 If force majeure continues for more than two months, either party may terminate the agreement without liability for damages.

ARTICLE 13. CONFIDENTIALITY

13.1 Both parties must treat all confidential information as strictly confidential.

13.2 This obligation remains in effect after termination of the agreement.

13.3 Adpact Agency may display the client's company name on its website as a client reference for marketing purposes. Confidential information and results will only be shared with the client's prior written consent. The client may object to the name being displayed at any time in writing, including by email. Adpact Agency will then remove the reference within fourteen (14) days of receiving the objection.

ARTICLE 14. LIABILITY

14.1 Adpact Agency is liable only for direct damage resulting from an attributable failure in the performance of the agreement.

14.2 Adpact Agency's total liability is at all times limited to the amount invoiced to the client during the three (3) months preceding the occurrence of the damage, subject to an absolute maximum of EUR 7,500 per event.

14.3 Adpact Agency is never liable for indirect damage, including but not limited to loss of profit, loss of revenue, lost savings, reputational damage or consequential damage.

14.4 Liability arises only if the client gives Adpact Agency written notice of default and provides a reasonable remedy period of at least fourteen (14) days.

14.5 Any claim for damages lapses if the damage is not reported in writing within twelve (12) months after it occurred.

14.6 The limitation of liability does not apply in cases of intent or wilful recklessness by Adpact Agency.

ARTICLE 15. DISPUTES AND GOVERNING LAW

15.1 All agreements are governed by Dutch law.

15.2 Disputes will be submitted to the competent court in the district where Adpact Agency is established.

15.3 The parties will first attempt to resolve disputes amicably.

ARTICLE 16. AMENDMENTS

16.1 The agreement is subject to the version of these general terms and conditions that was provided to the client and declared applicable when the agreement was entered into.

16.2 Adpact Agency may announce amendments to these general terms and conditions for an ongoing engagement in writing, specifying their content, reason and effective date. Amendments will not take effect until the minimum engagement period has ended and one (1) full calendar month following the month of announcement has elapsed, unless the parties agree otherwise in writing. The client may terminate the agreement in accordance with Article 6 before the amendments take effect. If the engagement continues after the announced effective date, the amended terms apply. Specific arrangements in the quotation or agreement remain in effect unless the parties agree otherwise in writing.

16.3 Adpact Agency may apply an indexation increase to its rates once every twelve (12) months, up to a maximum of 5 percent, with the first increase permitted after the engagement has lasted twelve (12) months. The notice period and termination option in Article 7.5 apply. An indexation increase will not be applied in addition to another general rate increase within the same twelve (12) month period. Separately agreed fees for an extension or change to the services are excluded from this restriction.

ARTICLE 17. GUARANTEES AND CONDITIONS

17.1 A guarantee applies only if expressly agreed in writing and recorded in the quotation, agreement or on the invoice. The content, conditions and duration specified therein determine the scope of the guarantee.

17.2 An agreed guarantee applies to the services and for the period expressly specified in the quotation or agreement. If it has been agreed that the guarantee applies throughout the engagement, it remains applicable after the minimum engagement period, provided that the agreed guarantee conditions continue to be met.

17.3 To be eligible for a guarantee, the client must provide accurate and complete information and the necessary access to systems, data and resources in a timely manner. The client must also follow the jointly agreed recommendations and carry out the implementations necessary to achieve the agreed objectives in a timely manner.

17.4 If the client fails to fulfil these obligations and this demonstrably hinders the performance of the services or the achievement of the agreed objectives, Adpact Agency will notify the client in writing and provide a reasonable period to remedy the failure. If the failure is not remedied within that period, Adpact Agency may withdraw the guarantee for the relevant period.

17.5 Where a guarantee applies, the client is entitled only to the compensation, discount or other remedy agreed in writing for that guarantee. If the guarantee lapses in accordance with this article, the full agreed fee is payable.