GENERAL TERMS AND CONDITIONS – Adpact Agency
Last updated: 30 December 2025

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 involving third parties engaged by Adpact Agency for the execution of the agreement.
2.3 Deviations from these terms and conditions are only valid if expressly agreed in writing.
2.4 The applicability of any purchase or other conditions of the client is expressly rejected.
2.5 If one or more provisions of these terms are null and void or annulled, the remaining provisions shall remain fully applicable. In such cases, parties will consult to agree on replacement provisions.

ARTICLE 3. OFFERS AND QUOTATIONS
3.1 All offers are non-binding unless otherwise stated.
3.2 Quotations remain valid for 30 days unless stated otherwise.
3.3 Prices are exclusive of VAT and other levies unless stated otherwise.
3.4 Adpact Agency is not bound by deviations in acceptance by the client unless confirmed in writing.
3.5 Composite quotations do not oblige Adpact Agency to perform part of the assignment for a proportional price.
3.6 Offers and quotations do not automatically apply to future assignments.

ARTICLE 4. EXECUTION OF THE AGREEMENT
4.1 Adpact Agency shall execute 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 for the execution of the agreement.
4.3 The client shall 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 claims from third parties attributable to the client.

ARTICLE 5. CHANGES TO THE AGREEMENT
5.1 If during execution it becomes necessary to amend or supplement the agreement, parties shall consult in a timely manner.
5.2 Changes may affect planning and costs.
5.3 Adpact Agency will inform the client in advance of financial consequences.
5.4 Additional work will be agreed upon and confirmed in advance.

ARTICLE 6. DURATION AND TERMINATION
6.1 The agreement is entered into for a minimum initial period of three (3) months, unless agreed otherwise in writing.
6.2 After the initial period, the agreement will automatically continue for an indefinite period.
6.3 After the initial period, the agreement may be terminated monthly by either party with a notice period of thirty (30) days.
6.4 Termination must be made in writing.
6.5 Any agreed execution period shall not be considered a strict deadline. In case of delay, the client must provide written notice of default.

ARTICLE 7. FEES
7.1 Parties may agree on a fixed fee, hourly rate, or percentage of advertising spend.
7.2 If no fixed fee is agreed, fees will be based on actual hours worked.
7.3 All amounts are exclusive of VAT.
7.4 Invoicing is generally done monthly.
7.5 Adpact Agency reserves the right to adjust its rates. Rate changes will be announced at least 30 days in advance.
7.6 If the scope of work substantially differs from the original estimate, fees may be adjusted after consultation.

ARTICLE 8. PAYMENT
8.1 Payment must be made within 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 if higher.
8.4 All collection costs are borne by the client, with 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 organization.
9.3 The client is not permitted to sell, distribute, publish, or commercially exploit scripts or dashboards developed by Adpact Agency outside its organization without prior written consent.

ARTICLE 10. SUSPENSION AND TERMINATION
10.1 Adpact Agency is entitled to suspend work or terminate the agreement if the client fails to meet its obligations.
10.2 All claims become immediately due upon termination.
10.3 Adpact Agency retains the right to claim damages.

ARTICLE 11. INDEMNITIES
11.1 The client indemnifies Adpact Agency against third-party claims related to materials, data, or content supplied by the client.
11.2 The client guarantees that provided data and systems are lawful and secure.

ARTICLE 12. FORCE MAJEURE
12.1 Parties are not obliged to fulfill obligations in case of force majeure.
12.2 Force majeure includes all external causes beyond reasonable control of Adpact Agency.
12.3 If force majeure continues for more than two months, either party may terminate the agreement without liability.

ARTICLE 13. CONFIDENTIALITY
13.1 Both parties shall treat all confidential information strictly confidential.
13.2 This obligation continues after termination of the agreement.

ARTICLE 14. LIABILITY
14.1 Adpact Agency shall only be liable for direct damage resulting from attributable failure in the execution of the agreement.
14.2 Total liability of Adpact Agency shall at all times be limited to the amount invoiced to the client in the three (3) months preceding the occurrence of the damage, with an absolute maximum of EUR 7,500 per event.
14.3 Adpact Agency shall never be liable for indirect damages, including but not limited to loss of profit, loss of revenue, loss of savings, reputational damage, or consequential damages.
14.4 Liability arises only if the client provides written notice of default and a reasonable remedy period of at least fourteen (14) days.
14.5 Any claim for damages expires if not reported in writing within twelve (12) months after the damage occurred.
14.6 The limitation of liability does not apply in cases of intent or willful recklessness by Adpact Agency.

ARTICLE 15. DISPUTES AND GOVERNING LAW
15.1 All agreements are governed by Dutch law.
15.2 Disputes shall be submitted to the competent court in the district where Adpact Agency is established.
15.3 Parties shall first attempt to resolve disputes amicably.

ARTICLE 16. AMENDMENTS
16.1 Adpact Agency reserves the right to amend these terms.
16.2 The most recent version shall always apply.
16.3 Annual indexation up to 5 percent shall be considered reasonable.

ARTICLE 17. NO CURE NO PAY
17.1 If explicitly stated in the quotation, a No Cure No Pay arrangement applies only under the conditions specified in the quotation.
17.2 The guarantee applies only during the agreed minimum cooperation period.
17.3 The No Cure No Pay guarantee shall lapse if the client structurally and demonstrably fails to follow necessary advice, optimizations, or implementations essential for achieving the agreed objectives, provides incorrect or incomplete information, or fails to provide necessary access to systems, data, or resources in a timely manner, making proper execution of the agreement reasonably impossible.
17.4 Once the guarantee has lapsed, Adpact Agency is entitled to invoice the full agreed fees.