Terms and Conditions
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These Terms and Conditions ("Terms") govern your access to and use of the Adsency advertising platform, services, tools, and related offerings (collectively, the "Services") provided by Adsency Ltd., a company incorporated in England and Wales ("Adsency", "we", "us", "our"). By registering for an account, executing an Insertion Order, or using our Services in any way, you ("Client", "you") agree to be bound by these Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have such authority, or do not agree to these Terms, you must not use the Services.
1. Definitions
Insertion Order (IO) — A signed document or digital agreement specifying campaign scope, budget, targeting, and deliverables.
Ad Creative — Images, videos, copy, and other materials submitted by the Client for use in campaigns.
Platform — Adsency's proprietary software interface used to manage, monitor, and report on advertising campaigns.
Media Spend — Funds applied to the purchase of advertising inventory on behalf of the Client.
Agency Fee — Adsency's service fee, stated as a percentage of Media Spend or as a fixed monthly retainer.
2. Services
Adsency provides digital advertising services including but not limited to campaign strategy, media planning and buying, creative production, programmatic advertising, search engine marketing (SEM), social media advertising, influencer marketing coordination, analytics and reporting, and conversion optimization.
The specific scope of services for each engagement is set out in an Insertion Order or Statement of Work ("SOW"). In the event of any conflict between these Terms and an IO or SOW, the IO or SOW shall prevail with respect to that specific engagement.
3. Account registration
To access the Adsency platform, you must create an account and provide accurate, complete, and up-to-date information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Notify us immediately at security@adsency.com if you suspect unauthorized access. Adsency reserves the right to suspend accounts that show signs of unauthorized use or policy violations.
4. Client obligations
You agree to:
Provide accurate campaign briefs, audience data, and brand guidelines in a timely manner
Ensure all Ad Creatives comply with applicable laws, advertising standards (CAP/ASA in the UK, FTC in the US), and the policies of relevant platforms (Google, Meta, etc.)
Obtain all necessary rights, licenses, and consents for Ad Creatives and first-party audience data supplied to Adsency
Not direct campaigns toward unlawful or prohibited content categories (see Section 7)
Pay all invoices in accordance with Section 5
Cooperate with Adsency's reasonable requests for information and approvals
5. Fees, billing, and payment
Fees are as specified in the applicable IO or SOW. Unless otherwise stated, Agency Fees are calculated as a percentage of total Media Spend. All amounts are exclusive of VAT and applicable taxes, which will be added to invoices where required by law.
Invoices are issued monthly in arrears (or as otherwise specified). Payment is due within 30 days of the invoice date. Late payments accrue interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Adsency reserves the right to suspend Services if payment is overdue by more than 14 days.
Media Spend is billed separately from Agency Fees. Pre-funded media accounts must be maintained at or above the agreed minimum balance. Adsency is not responsible for campaign underdelivery resulting from insufficient media funding.
6. Intellectual property
Each party retains ownership of its pre-existing intellectual property. Upon full payment of all applicable fees, Adsency grants the Client a non-exclusive, non-transferable license to use campaign deliverables (reports, creative assets produced by Adsency) solely for the Client's internal business purposes. Adsency may retain anonymized, aggregated campaign data for platform improvement and industry benchmarking. Adsency retains ownership of all platform technology, methodologies, processes, and tooling.
7. Prohibited uses
You must not use the Services to advertise, promote, or facilitate:
Illegal products, services, or activities in any applicable jurisdiction
Misleading, deceptive, or fraudulent advertising
Adult content, gambling, or weapons without prior written approval and compliance with platform policies
Hate speech, discrimination, or content that targets individuals based on protected characteristics
Malware, spyware, adware, or any malicious code
Click fraud, invalid traffic generation, or artificial inflation of campaign metrics
Privacy violations, including the use of data obtained without proper consent
Adsency reserves the right to pause or terminate any campaign immediately, without refund, that is found to be in breach of this section.
8. Confidentiality
Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law, regulation, or court order. "Confidential Information" includes campaign strategies, pricing, audience data, platform technology, and business plans. This obligation survives termination of the agreement for a period of 3 years.
9. Limitation of liability
To the maximum extent permitted by applicable law, Adsency's total aggregate liability to the Client for any claims arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by the Client to Adsency in the three (3) months immediately preceding the event giving rise to the claim.
Adsency shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunity, or goodwill, even if advised of the possibility of such damages. Adsency does not guarantee specific campaign outcomes, ROAS targets, impressions, or conversion volumes, as performance is subject to market conditions beyond our control.
10. Term and termination
These Terms commence upon account registration or execution of an IO and continue until terminated. Either party may terminate for convenience by providing 30 days' written notice. Either party may terminate immediately upon written notice if the other party: materially breaches these Terms and fails to cure the breach within 14 days of notice; becomes insolvent or enters administration; or engages in fraudulent or unlawful conduct.
Upon termination, all outstanding invoices become immediately due and payable. Adsency will provide a final campaign report within 14 days of termination and will return or delete Client data in accordance with our Data Processing Agreement.
11. Governing law and disputes
These Terms are governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales. Before initiating legal proceedings, the parties agree to attempt to resolve any dispute in good faith through senior-level negotiations for a period of 30 days.
12. General provisions
These Terms, together with any applicable IO, SOW, and Data Processing Agreement, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior understandings. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect. Adsency may update these Terms with 30 days' written notice. Continued use of the Services constitutes acceptance of the updated Terms.
These Terms and Conditions ("Terms") govern your access to and use of the Adsency advertising platform, services, tools, and related offerings (collectively, the "Services") provided by Adsency Ltd., a company incorporated in England and Wales ("Adsency", "we", "us", "our"). By registering for an account, executing an Insertion Order, or using our Services in any way, you ("Client", "you") agree to be bound by these Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have such authority, or do not agree to these Terms, you must not use the Services.
1. Definitions
Insertion Order (IO) — A signed document or digital agreement specifying campaign scope, budget, targeting, and deliverables.
Ad Creative — Images, videos, copy, and other materials submitted by the Client for use in campaigns.
Platform — Adsency's proprietary software interface used to manage, monitor, and report on advertising campaigns.
Media Spend — Funds applied to the purchase of advertising inventory on behalf of the Client.
Agency Fee — Adsency's service fee, stated as a percentage of Media Spend or as a fixed monthly retainer.
2. Services
Adsency provides digital advertising services including but not limited to campaign strategy, media planning and buying, creative production, programmatic advertising, search engine marketing (SEM), social media advertising, influencer marketing coordination, analytics and reporting, and conversion optimization.
The specific scope of services for each engagement is set out in an Insertion Order or Statement of Work ("SOW"). In the event of any conflict between these Terms and an IO or SOW, the IO or SOW shall prevail with respect to that specific engagement.
3. Account registration
To access the Adsency platform, you must create an account and provide accurate, complete, and up-to-date information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Notify us immediately at security@adsency.com if you suspect unauthorized access. Adsency reserves the right to suspend accounts that show signs of unauthorized use or policy violations.
4. Client obligations
You agree to:
Provide accurate campaign briefs, audience data, and brand guidelines in a timely manner
Ensure all Ad Creatives comply with applicable laws, advertising standards (CAP/ASA in the UK, FTC in the US), and the policies of relevant platforms (Google, Meta, etc.)
Obtain all necessary rights, licenses, and consents for Ad Creatives and first-party audience data supplied to Adsency
Not direct campaigns toward unlawful or prohibited content categories (see Section 7)
Pay all invoices in accordance with Section 5
Cooperate with Adsency's reasonable requests for information and approvals
5. Fees, billing, and payment
Fees are as specified in the applicable IO or SOW. Unless otherwise stated, Agency Fees are calculated as a percentage of total Media Spend. All amounts are exclusive of VAT and applicable taxes, which will be added to invoices where required by law.
Invoices are issued monthly in arrears (or as otherwise specified). Payment is due within 30 days of the invoice date. Late payments accrue interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Adsency reserves the right to suspend Services if payment is overdue by more than 14 days.
Media Spend is billed separately from Agency Fees. Pre-funded media accounts must be maintained at or above the agreed minimum balance. Adsency is not responsible for campaign underdelivery resulting from insufficient media funding.
6. Intellectual property
Each party retains ownership of its pre-existing intellectual property. Upon full payment of all applicable fees, Adsency grants the Client a non-exclusive, non-transferable license to use campaign deliverables (reports, creative assets produced by Adsency) solely for the Client's internal business purposes. Adsency may retain anonymized, aggregated campaign data for platform improvement and industry benchmarking. Adsency retains ownership of all platform technology, methodologies, processes, and tooling.
7. Prohibited uses
You must not use the Services to advertise, promote, or facilitate:
Illegal products, services, or activities in any applicable jurisdiction
Misleading, deceptive, or fraudulent advertising
Adult content, gambling, or weapons without prior written approval and compliance with platform policies
Hate speech, discrimination, or content that targets individuals based on protected characteristics
Malware, spyware, adware, or any malicious code
Click fraud, invalid traffic generation, or artificial inflation of campaign metrics
Privacy violations, including the use of data obtained without proper consent
Adsency reserves the right to pause or terminate any campaign immediately, without refund, that is found to be in breach of this section.
8. Confidentiality
Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law, regulation, or court order. "Confidential Information" includes campaign strategies, pricing, audience data, platform technology, and business plans. This obligation survives termination of the agreement for a period of 3 years.
9. Limitation of liability
To the maximum extent permitted by applicable law, Adsency's total aggregate liability to the Client for any claims arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by the Client to Adsency in the three (3) months immediately preceding the event giving rise to the claim.
Adsency shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunity, or goodwill, even if advised of the possibility of such damages. Adsency does not guarantee specific campaign outcomes, ROAS targets, impressions, or conversion volumes, as performance is subject to market conditions beyond our control.
10. Term and termination
These Terms commence upon account registration or execution of an IO and continue until terminated. Either party may terminate for convenience by providing 30 days' written notice. Either party may terminate immediately upon written notice if the other party: materially breaches these Terms and fails to cure the breach within 14 days of notice; becomes insolvent or enters administration; or engages in fraudulent or unlawful conduct.
Upon termination, all outstanding invoices become immediately due and payable. Adsency will provide a final campaign report within 14 days of termination and will return or delete Client data in accordance with our Data Processing Agreement.
11. Governing law and disputes
These Terms are governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales. Before initiating legal proceedings, the parties agree to attempt to resolve any dispute in good faith through senior-level negotiations for a period of 30 days.
12. General provisions
These Terms, together with any applicable IO, SOW, and Data Processing Agreement, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior understandings. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect. Adsency may update these Terms with 30 days' written notice. Continued use of the Services constitutes acceptance of the updated Terms.