Terms of Service of NorthSea Performance Advertising B.V.

These Terms of Service ("Terms") govern the provision and use of the performance-advertising services offered by NorthSea Performance Advertising B.V., a private limited company established in the Netherlands, with its registered office at Koningin Wilhelminaplein 29, 1062 HK Amsterdam, Netherlands ("NorthSea Performance Advertising B.V.", "we", "us", or "our"). By engaging our services, signing a proposal or statement of work, or otherwise instructing us to perform services, the client ("Client", "you", or "your") agrees to be bound by these Terms.

If you do not agree to these Terms, you must not use or accept our services.

1. Introduction and acceptance of terms

These Terms apply to all quotations, proposals, statements of work, order forms, campaign agreements, and service arrangements entered into with NorthSea Performance Advertising B.V., unless expressly agreed otherwise in writing and signed by an authorised representative of NorthSea Performance Advertising B.V.

By requesting, confirming, or using any of our services, you acknowledge that you have read, understood, and accepted these Terms. If you act on behalf of a company or other legal entity, you represent and warrant that you are authorised to bind that entity to these Terms.

2. Scope of services

NorthSea Performance Advertising B.V. provides performance-marketing and related advertising services, including, without limitation:

• Paid Search Advertising;
• Paid Social Campaign Management;
• Display and Programmatic Advertising;
• Conversion Rate Optimization;
• Landing Page Strategy;
• Retargeting Campaigns; and
• Campaign Analytics and Reporting.

The exact scope, deliverables, timelines, channels, budgets, and performance objectives for each project will be specified in a proposal, statement of work, media plan, or other written agreement. Any services not expressly included are excluded unless separately agreed in writing.

We may rely on third-party platforms, publishers, ad networks, analytics tools, and other service providers in the delivery of services. Availability, features, policies, and performance of such third-party services are outside our direct control.

3. User obligations and responsibilities

You agree to:

• provide accurate, complete, and timely information, materials, approvals, and access required for us to perform the services;
• ensure that all content, claims, products, promotions, tracking instructions, landing pages, and other materials supplied by you comply with applicable laws and regulations;
• obtain all necessary consents, permissions, and rights for any materials, personal data, trademarks, or advertising claims you provide;
• maintain ownership and responsibility for your websites, accounts, ad accounts, business pages, analytics properties, and payment instruments, unless otherwise agreed;
• promptly review and approve deliverables, campaigns, creative assets, and reports where your approval is required;
• not use our services for unlawful, deceptive, infringing, discriminatory, harmful, or misleading advertising practices;
• not interfere with our systems, staff, processes, or the operation of third-party platforms; and
• ensure that all login credentials and account access shared with us are lawful and authorised.

You are solely responsible for your business decisions, compliance obligations, product/service claims, pricing, offer terms, website functionality, and the legal sufficiency of any advertising content that originates from you or is approved by you.

We may suspend or refuse services if you fail to meet your obligations, if we reasonably suspect fraud, abuse, or unlawful activity, or if continuing would expose us to legal, reputational, or technical risk.

4. Payment terms and conditions

Fees, payment schedules, and billing arrangements will be set out in the applicable proposal, invoice, or statement of work. Unless otherwise agreed in writing:

• all fees are stated exclusive of VAT and other applicable taxes, which will be added where required;
• invoices are payable within the payment term stated on the invoice, or if no term is stated, within 14 days of the invoice date;
• media spend, third-party platform costs, software subscriptions, and external production costs are not included unless expressly stated;
• we may require advance payment, a retainer, a deposit, or pre-funding of ad spend;
• late payments may result in suspension of services, delayed campaign launches, or removal of access until all overdue amounts are paid;
• you are responsible for bank charges, currency conversion costs, and any withholding taxes imposed by law; and
• any reasonable collection costs, including legal and administrative costs, may be charged to you to the extent permitted by law.

Disputed invoices must be notified to us in writing within 7 days of the invoice date, specifying the grounds of the dispute. You must pay the undisputed portion on time.

Unless expressly stated otherwise, fees are non-cancellable and non-refundable once services have commenced, resources have been allocated, or third-party commitments have been made.

5. Cancellation and refund policy

Either party may cancel ongoing services by providing written notice in accordance with the notice period stated in the applicable agreement. If no notice period is stated, either party may terminate a recurring service arrangement by providing 30 days' written notice.

For project-based work, cancellation may only occur in accordance with the applicable statement of work. Upon cancellation or termination:

• you must pay for all services performed, time spent, costs incurred, and commitments made up to the effective date of termination;
• any non-recoverable third-party costs and committed media spend remain payable in full;
• any prepaid amounts may be retained or set off against amounts due for services already delivered or committed resources;
• we are not obliged to provide a refund for completed work, launched campaigns, used advisory time, or reserved capacity; and
• where a refund is agreed in writing, it will be limited to the amount expressly stated and may exclude taxes, fees, and third-party costs.

If you request immediate suspension or cancellation of live campaigns, we will use commercially reasonable efforts to assist, but we are not responsible for delays in platform processing or for residual platform activity after instruction has been given.

6. Liability limitations

To the maximum extent permitted by applicable law, NorthSea Performance Advertising B.V. shall not be liable for:

• indirect, incidental, consequential, special, punitive, or exemplary damages;
• loss of profit, loss of revenue, loss of goodwill, loss of business, loss of data, or loss of anticipated savings;
• campaign underperformance, market changes, platform policy changes, account restrictions, ad disapprovals, or fluctuations in audience behaviour;
• actions, omissions, outages, or failures of third-party platforms, publishers, ad networks, hosting providers, analytics tools, payment processors, or other third parties;
• errors or inaccuracies in content, data, tracking, or information provided by you or approved by you; or
• any failure caused by your non-performance, delay, or breach of these Terms.

Any recommendations or forecasts we provide are based on available information, professional judgment, and reasonable assumptions, and do not constitute guarantees of performance, sales, rankings, conversions, or return on investment.

Our total aggregate liability arising out of or in connection with the services, whether in contract, tort, negligence, statutory duty, or otherwise, shall be limited to the amount of fees actually paid by you to NorthSea Performance Advertising B.V. for the specific service giving rise to the claim in the three (3) months immediately preceding the event giving rise to liability, or such other lower amount as may be required by applicable law.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

7. Intellectual property rights

Each party retains ownership of its pre-existing intellectual property, including trademarks, logos, software, methodologies, templates, know-how, and materials developed prior to the engagement or independently of it.

Unless otherwise agreed in writing:

• you grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, and process your materials solely to the extent necessary to perform the services;
• we grant you a non-exclusive licence to use deliverables created specifically for you after full payment of all applicable fees, excluding our pre-existing tools, templates, frameworks, and proprietary methodologies;
• we may retain ownership of all underlying systems, processes, reports, scripts, bidding logic, optimisation methods, and general know-how used or developed in providing the services;
• you may not remove proprietary notices or reverse engineer our tools, templates, or confidential methods; and
• we may use anonymised or aggregated performance data for service improvement, benchmarking, internal analytics, and operational purposes, subject to applicable law.

If third-party intellectual property is required for a campaign, you are responsible for securing the necessary rights, licences, or permissions unless we expressly agree otherwise in writing.

8. Data protection and privacy

Each party shall comply with applicable data protection and privacy laws in connection with the services. Where we process personal data on your behalf, we will do so as processor or service provider, as applicable, and only in accordance with your documented instructions and any separate data processing agreement between the parties, if applicable.

You acknowledge and agree that:

• you are responsible for lawfully collecting, using, and disclosing personal data in connection with your websites, campaigns, tracking, and audiences;
• you will provide all notices, consents, cookie disclosures, opt-outs, and other information required by law;
• you will not instruct us to process personal data in a manner that would violate applicable law;
• we may use service providers and subprocessors where reasonably necessary to deliver our services, subject to applicable safeguards; and
• campaign data may be stored or processed in jurisdictions outside the Netherlands, subject to applicable transfer requirements.

For information about how we handle personal data relating to our own business operations, please contact us using the details below.

9. Force majeure

NorthSea Performance Advertising B.V. shall not be liable for any delay or failure in performance caused by events beyond our reasonable control, including but not limited to:

• natural disasters, fire, flood, war, terrorism, civil unrest, or labour disputes;
• epidemics, pandemics, government actions, sanctions, or regulatory changes;
• failures of internet, telecommunications, cloud services, hosting, or power supply;
• platform outages, advertising account restrictions, or policy changes by third-party providers; and
• other events that could not reasonably have been foreseen or prevented.

During a force majeure event, our obligations will be suspended for the duration of the event, and we will use reasonable efforts to mitigate its effects and resume performance as soon as practicable.

10. Changes to terms

We may update or amend these Terms from time to time to reflect changes in our services, business practices, or legal requirements. Updated Terms will take effect when posted or when otherwise communicated to you, unless a different effective date is stated.

If you continue to use our services after the effective date of any changes, you will be deemed to have accepted the revised Terms. If you do not agree to the revised Terms, you must stop using the services and notify us in writing.

Any change to a specific proposal, statement of work, or service agreement must be agreed in writing by both parties unless the agreement expressly provides otherwise.

11. Applicable law and jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflict-of-law principles, to the extent permitted by applicable law.

Any dispute arising out of or in connection with these Terms shall be submitted to the competent court in Amsterdam, the Netherlands, unless mandatory law requires otherwise.

12. Contact information

If you have questions about these Terms or wish to contact us regarding the services, please use the following details:

• NorthSea Performance Advertising B.V.
• Address: Koningin Wilhelminaplein 29, 1062 HK Amsterdam, Netherlands
• Email: [email protected]
• Phone: +31 20 794 86 32

13. Severability clause

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a competent court or authority, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and if such modification is not possible, the relevant provision shall be severed. The remaining provisions shall continue in full force and effect.

Failure by NorthSea Performance Advertising B.V. to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.