The terms under which businesses use Adsonomy.
These terms govern the use of Adsonomy, software that manages advertising campaigns on the OpenAI Ads platform (the ads shown inside ChatGPT) on behalf of business customers. Please read them carefully. By creating an account, ticking the acceptance box or using the Service, you agree to them on behalf of the business you represent.
1. Parties and acceptance
1.1 These terms are an agreement between the customer identified at sign-up (the “Customer”, “you”) and Adsonomy, operated by Dutch Bohemian Ventures, established in the Netherlands (“Adsonomy”, “we”, “us”). Contact: hello@adsonomy.com.
1.2 You accept these terms when you sign up for an account. If we make a material change to these terms, you must accept the updated version before you continue to use the Service, as described in clause 24. If you do not accept, you may stop using the Service and terminate under clause 14.
1.3 The person who accepts these terms confirms that they are authorised to bind the Customer.
1.4 These terms, the Order, the Data Processing Agreement and any document expressly referred to in them together form the “Agreement”. If documents conflict, the Order prevails over these terms, and these terms prevail over everything else, except that the Data Processing Agreement prevails on the processing of personal data.
2. Definitions
2.1 “Ad Account” means the Customer's advertiser account on the Ad Platform that the Customer connects to the Service.
2.2 “Ad Platform” means the OpenAI Ads platform and any related OpenAI advertising products, application programming interfaces (APIs), and policies, and any other advertising platform we later support.
2.3 “Advertising Spend” means all amounts the Ad Platform charges for the delivery of the Customer's advertisements, including amounts resulting from actions taken through the Service.
2.4 “Automated Action” means any change to bids, budgets, campaigns, ad groups, targeting, creatives, feeds or other elements of the Ad Account that the Service makes without a human clicking to approve that specific change, including changes made by Rules and by Autopilot.
2.5 “Autopilot” means the edition and mode of the Service in which software, including artificial intelligence, decides on and executes changes in the Ad Account working towards a goal and within Guardrails set by the Customer.
2.6 “Control” means the editions of the Service (including any Control tier) in which the Customer builds and manages campaigns with the help of hints, suggestions, drafts, approvals and Rules.
2.7 “Connected Systems” means the shops, websites, content management systems, customer relationship management systems, payment providers, booking tools and other third-party systems the Customer connects to the Service.
2.8 “Customer Data” means data that the Customer or its Users upload to the Service, or that the Service collects from the Ad Account or Connected Systems on the Customer's instructions, including catalogue data, conversion events, orders, leads, campaign data and reports.
2.9 “Guardrails” means the limits the Customer sets in the Service that Automated Actions may not cross, such as maximum bids, maximum daily and total budgets, minimum budgets, protected campaigns and entities, actions that always require human approval, and the kill switch.
2.10 “Fees” means the amounts payable to Adsonomy for the Service as set out in the Order or on the pricing page at the time of purchase, including any subscription fee and any component calculated on managed Advertising Spend.
2.11 “Order” means the plan, edition, term and price the Customer selects at sign-up or later in the Service, or a signed order form.
2.12 “Rules” means the automated if-then instructions the Customer configures in the Service.
2.13 “Service” means the Adsonomy web application, APIs, integrations, AI features, documentation and related services we make available under the Agreement.
2.14 “User” means an individual whom the Customer allows to use the Service under its account.
3. Business customers only
3.1 The Service is offered only to persons acting in the course of a trade, business, craft or profession. It is not offered to consumers.
3.2 By accepting these terms, you confirm that you use the Service for business purposes only, that you are not a consumer, and that the rules on consumer contracts and unfair consumer terms do not apply to the Agreement.
3.3 We may ask for a business registration number, VAT number or similar evidence. We may refuse or close an account if we reasonably believe the Customer is a consumer.
4. Account, Users and credentials
4.1 The Customer must provide accurate and complete account information and keep it up to date.
4.2 The Customer is responsible for all activity under its account and for the acts and omissions of its Users, whether or not authorised. The Customer must ensure that Users comply with the Agreement.
4.3 The Customer must keep passwords, API keys, tokens and other credentials confidential, must not share individual log-ins, and must tell us without delay at hello@adsonomy.com if it suspects unauthorised access. We may suspend access as a precaution while we investigate.
4.4 The Customer connects the Ad Account and Connected Systems to the Service by granting access through the official authorisation flows or by entering API keys and tokens. The Customer confirms that it is entitled to grant that access and remains responsible for those credentials, for the scope of access it grants, and for any charges that the Ad Platform or the Connected System applies to their use.
4.5 The Customer may revoke any connection at any time in the Service or in the third-party system. Revoking a connection stops the Service from acting on that system from the moment the revocation takes effect at the third party. It does not reverse actions already taken, and it does not pause or delete campaigns that are already running on the Ad Platform.
4.6 The Customer must not use the Service to access an Ad Account or Connected System that it does not own or that it is not authorised to manage. Agencies must have written authority from each advertiser whose account they connect.
5. The Service
5.1 Adsonomy provides software that helps the Customer plan, launch, monitor and optimise advertising campaigns on the Ad Platform, and that connects the Ad Account to the Customer's shop, website and other Connected Systems. Depending on the edition, the Service may pull product catalogues, install tracking, send conversion events to the Ad Platform, build product feeds, generate suggestions and creatives, run Rules, and, in Autopilot, decide on and execute changes autonomously.
5.2 In Control, the Customer makes the decisions. The Service provides hints, drafts, suggestions and AI-generated content, and executes Rules the Customer has configured. Rules are Automated Actions.
5.3 In Autopilot, the Customer sets a goal (for example a target cost per order, return on ad spend, cost per lead or spend budget) and the Guardrails. Within those Guardrails, software decides on and executes changes to bids, budgets, campaigns, ad groups, targeting, feeds and creatives without asking for approval of each change, and may propose changes that need approval where the Customer has configured it so. Autopilot acts on statistical models and artificial intelligence. Its decisions are probabilistic, depend on data that is incomplete and delayed, and cannot be predicted with certainty.
5.4 Every change the Service makes is logged with its source (human, Rule, AI, synchronisation or external). The Customer can pause Autopilot, pause Rules, and use the kill switch at any time. Pausing Autopilot or the kill switch stops the Service from making new Automated Actions. It does not pause, delete or change campaigns already running on the Ad Platform unless the Customer has configured the kill switch to do so and the Ad Platform accepts the instruction.
5.5 Guardrails are enforced by the Service before a change is sent to the Ad Platform. They do not control what the Ad Platform itself does after that. The Ad Platform may deliver more or less than a budget, apply its own pacing, minimums, rounding, delays and delivery rules, and reject or alter instructions. The Customer must also set spend limits on the Ad Platform itself where the Ad Platform allows it.
5.6 The Customer remains the advertiser of record at all times. The Customer contracts directly with the Ad Platform for the placement of its advertisements, is the party the Ad Platform invoices for Advertising Spend, and is the party responsible under the Ad Platform's terms and under advertising law for the advertisements. Adsonomy is a software tool acting on the Customer's instructions and is not an advertising agency, media buyer, publisher or party to the Customer's contract with the Ad Platform.
5.7 We may change, add or remove features of the Service. We will not materially reduce the core functionality of a paid edition during a paid term without offering the Customer the right to terminate under clause 14.3.
5.8 The Service may be provided with beta, preview or experimental features that are marked as such. They are provided as is, may be changed or withdrawn at any time, and may not work as intended.
6. Authorisation to act on the Ad Account
6.1 The Customer authorises Adsonomy and the Service to access the Ad Account and Connected Systems and to take, on the Customer's behalf and within the limits the Customer has configured, the actions the edition and settings the Customer has chosen allow. This includes creating, changing, pausing, activating and archiving campaigns and their elements, changing bids and budgets, uploading and changing creatives and feeds, sending conversion events and reading reporting data.
6.2 Every action the Service takes on the Ad Account is taken as the Customer's own instruction to the Ad Platform. The Customer bears all Advertising Spend and all other charges that result from actions taken through the Service, whether taken by a User, a Rule, Autopilot, a synchronisation or an error, and whether or not the action was the one the Customer intended, unless the charge results from intent or deliberate recklessness of Adsonomy.
6.3 The Customer is responsible for configuring goals, Guardrails, Rules and approval requirements that fit its business and its risk appetite, for reviewing the change log and the daily brief, and for reacting to alerts. Where the Customer leaves a Guardrail unset, sets it very high or disables an approval step, it accepts the resulting risk.
6.4 Adsonomy does not receive, hold or forward Advertising Spend. Advertising Spend is billed by the Ad Platform to the Customer under the Customer's own payment arrangement with the Ad Platform.
7. Customer obligations: platform terms, law and content
7.1 The Customer must comply with the Ad Platform's advertising terms, policies and guidelines (for the OpenAI Ads platform, the OpenAI advertising terms and advertising policies as published and updated by OpenAI), and with the terms of every Connected System. Those terms apply between the Customer and the third party; Adsonomy is not a party to them.
7.2 The Customer must comply with all laws that apply to its advertising, products and services, including advertising and marketing law, unfair commercial practice rules, consumer protection law, competition law, data protection law, e-commerce and price indication rules, sector rules (for example for alcohol, gambling, financial services, health products, medicines and medical devices) and the laws of every country where its advertisements are shown.
7.3 The Customer must not use the Service to advertise anything that the Ad Platform prohibits or restricts, anything illegal, or anything that infringes the rights of others. The Customer must not use the Service to run misleading, deceptive or discriminatory advertising, or to target audiences in a way the Ad Platform or the law prohibits.
7.4 The Customer is solely responsible for the accuracy and legality of all advertisements, headlines, descriptions, claims, prices, promotions, product data, feeds, landing pages, tracking and conversion data used with the Service, whether written by a User, imported from a Connected System or generated by the Service. The Customer must verify creatives, claims, prices, availability, promotions and landing pages before they go live and while they run.
7.5 The Customer must not: (a) use the Service to build a competing product or to benchmark it for a competitor; (b) reverse engineer, copy or scrape the Service except where mandatory law allows; (c) circumvent Guardrails, rate limits or security measures; (d) send malicious code or unlawful data through the Service; (e) resell or sublicense the Service except as an agency using it for its own advertisers under an edition that allows it; or (f) use the Service in a way that puts our access to the Ad Platform or any Connected System at risk.
7.6 If the Ad Platform or a Connected System suspends, restricts or terminates our API access, or asks us to change how the Service uses its data, because of the Customer's conduct, the Customer must compensate us for the resulting loss and we may suspend or terminate the Customer's account.
8. AI-generated content and suggestions
8.1 The Service uses artificial intelligence to generate suggestions, hints, headlines, descriptions, creatives, product texts, keyword and intent proposals, bid and budget changes, experiment designs and summaries (“AI Output”). AI Output is produced by statistical models. It may be inaccurate, incomplete, out of date, misleading, biased, non-compliant with law or platform policy, or similar to content generated for others. AI Output is not legal, financial, tax, medical or professional advice.
8.2 The Customer must review AI Output before publishing it or relying on it. Where the Customer has enabled Automated Actions, Rules or Autopilot so that AI Output is applied without prior human review, the Customer accepts that AI Output may be published or executed without review and accepts the risk of that choice. The Customer can at any time require approval for specific action types in the Service settings.
8.3 The Customer is responsible for AI Output that it publishes or allows to be published, as if it had written it. The Customer must ensure that its use of AI Output complies with the law, including any duty to label AI-generated content and any rules on the use of names, likenesses, trademarks or copyrighted material in advertisements.
8.4 We may use third-party AI model providers to produce AI Output. Those providers are processors or sub-processors under the Data Processing Agreement. We do not use Customer Data to train models that are made available to other customers, except in aggregated and de-identified form as set out in clause 16.6.
9. No guarantee of results
9.1 Advertising outcomes depend on the Ad Platform's auction and delivery systems, competing advertisers, user behaviour, the Customer's products, prices, stock, landing pages, conversion tracking, seasonality and many other factors outside our control.
9.2 Adsonomy does not promise, and nothing in the Service or in our marketing should be read as a promise, that the Service will deliver any number of impressions, clicks, conversions, orders or leads, any cost per order, return on ad spend, cost per lead or other metric, any level of spend or budget utilisation, any improvement over another tool or over manual management, or any commercial result. Targets and goals the Customer enters are instructions to the Service, not commitments by Adsonomy.
9.3 Past performance, forecasts, simulations, experiments, estimates and daily briefs are indicative only.
10. Third-party platforms and dependencies
10.1 The Service depends on APIs, data, features and policies of the Ad Platform and Connected Systems that we do not control. Those third parties may change, rate limit, restrict, suspend or withdraw APIs or features, change their policies, prices, targeting options, reporting, attribution or data availability, delay or lose data, or suspend or terminate the Customer's account, at any time and without notice to us.
10.2 Adsonomy is not responsible for anything the Ad Platform or a Connected System does or fails to do, including: rejection or removal of advertisements, campaigns or accounts; suspension, restriction or termination of the Ad Account; policy or terms changes; auction, delivery, pacing and billing decisions; overdelivery or underdelivery against budgets; outages, latency, errors and API changes; wrong, delayed or missing data; and the consequences of any of these for the Customer's campaigns, spend or business.
10.3 If a third party changes or withdraws an API or feature, we may change or withdraw the corresponding part of the Service. If that removes a core function of the Customer's paid edition for more than 30 consecutive days, the Customer may terminate the affected Order under clause 14.3 and receive a pro rata refund of prepaid Fees for the remaining paid period. This is the Customer's only remedy for such changes.
10.4 The Customer acknowledges that the Ad Platform is new, that its features, policies and availability, including in specific countries and the European Economic Area, may change frequently, and that the Service may lag behind those changes.
10.5 Adsonomy is an independent company. It is not affiliated with, endorsed by or a partner of OpenAI unless we state otherwise in writing. ChatGPT and OpenAI are trademarks of OpenAI.
11. Fees, billing and taxes
11.1 The Customer pays the Fees for the edition and term selected in the Order. Fees may consist of a fixed subscription fee, a fee calculated as a percentage of the Advertising Spend managed through the Service, usage fees and add-on fees, as set out in the Order or the pricing page at the time of purchase.
11.2 The spend-based component is calculated on the Advertising Spend reported by the Ad Platform for the Ad Accounts connected to the Service in the billing period, regardless of whether the spend resulted from Automated Actions or from actions by Users, and regardless of campaign results. Where the Ad Platform later restates spend, we may correct the next invoice.
11.3 Subscription fees are invoiced in advance for each billing period. Spend-based and usage fees are invoiced in arrears. Invoices are payable within 14 days of the invoice date, or immediately by card or direct debit where the Customer has chosen that method. The Customer authorises us and our payment provider to charge the payment method on file for all Fees due.
11.4 All Fees are in euro and exclude VAT and other taxes, duties and levies, which the Customer pays in addition where applicable. The Customer must provide a valid VAT number where it claims a reverse charge. If the Customer must withhold tax, it must gross up so that we receive the full Fee.
11.5 Late payments bear the statutory commercial interest under Dutch law from the due date, plus reasonable collection costs. We may suspend the Service under clause 13 while Fees remain unpaid.
11.6 We may change the Fees or the pricing structure by giving at least 30 days' notice by email or in the Service. The new Fees apply from the start of the next billing period after the notice period ends. If the Customer does not want to pay the new Fees, it may terminate the Order with effect from that date by notice before the new Fees take effect. Continued use after that date is acceptance of the new Fees.
11.7 Fees are non-refundable, except where these terms expressly say otherwise. No refund or credit is given for partial billing periods, unused features, downgrades, Users who do not use the Service, periods of suspension under clause 13, or termination by the Customer before the end of a paid period.
11.8 Trials and free plans, where offered, are provided at our discretion, may be limited, changed or ended at any time, and convert to a paid plan only if the Customer chooses one.
11.9 Where the Customer's managed Advertising Spend, number of Ad Accounts, stores or Users exceeds the limits of its edition for two consecutive billing periods, we may move the Customer to the lowest edition that covers its usage from the next billing period, after telling the Customer at least 14 days in advance.
12. Term and renewal
12.1 The Agreement starts when the Customer accepts these terms and continues until terminated in accordance with these terms.
12.2 Each Order runs for the initial term selected (monthly or annual, or as stated in the Order). At the end of each term the Order renews automatically for the same term at the then-current Fees, unless either party gives notice of non-renewal before the end of the current term through the Service or by email. For annual terms, notice of non-renewal must be given at least 30 days before the end of the term.
12.3 The Customer may cancel a monthly Order at any time with effect from the end of the current billing period.
13. Suspension
13.1 We may suspend the Service, an account, a User, a connection or a feature, in whole or in part and with immediate effect, if: (a) Fees are more than 14 days overdue after a reminder; (b) we reasonably believe the Customer or a User is breaching clause 4, 7 or 8 or is using the Service in a way that is illegal, abusive, harmful to others or damaging to the Service or to our relationship with the Ad Platform or a Connected System; (c) the Ad Platform or a Connected System requires us to; (d) there is a security incident or a credible risk of one; or (e) the law requires us to.
13.2 We will tell the Customer of a suspension and the reason as soon as reasonably possible, and lift it once the cause is resolved. Fees continue to accrue during a suspension caused by the Customer. Campaigns on the Ad Platform continue to run during a suspension unless the Customer pauses them on the Ad Platform; suspension of the Service does not stop Advertising Spend.
14. Termination
14.1 Either party may terminate the Agreement or any Order for convenience with effect from the end of the current term, by notice as set out in clause 12.
14.2 Either party may terminate the Agreement with immediate effect by written notice if the other party: (a) materially breaches the Agreement and, where the breach can be remedied, does not remedy it within 14 days after written notice; (b) is declared bankrupt, applies for or is granted a suspension of payments, is dissolved or ceases business; or (c) in the case of the Customer, has its Ad Account terminated by the Ad Platform for policy violations.
14.3 The Customer may terminate an affected Order with immediate effect and receive a pro rata refund of prepaid Fees for the remaining period if we materially reduce core functionality under clause 5.7, if clause 10.3 applies, or if the Customer rejects a material change to these terms under clause 24.3.
14.4 On termination: (a) the Customer's right to use the Service ends; (b) the Service stops all Automated Actions and disconnects the Ad Account and Connected Systems; (c) all Fees accrued up to the effective date become due; and (d) clauses that by their nature should survive (including 6.2, 7, 8.3, 9, 10, 11, 15, 16, 17, 19, 20, 21, 23 and 25) survive.
14.5 Termination or disconnection does not pause, delete or change campaigns on the Ad Platform. The Customer must itself pause or adjust campaigns on the Ad Platform if it wants to stop Advertising Spend.
15. Data export and deletion
15.1 During the term and for 30 days after termination, the Customer may export its Customer Data, change log and reports through the Service in a common machine-readable format (for example CSV or JSON). We will provide reasonable assistance on request; we may charge our then-current hourly rate for assistance beyond the standard export functions.
15.2 After the 30-day period we delete or anonymise Customer Data within a further 60 days, except where we must keep data to comply with the law, to invoice and collect Fees, to resolve disputes, or where data is held in routine backups, which are overwritten in the normal cycle of no more than 90 days.
15.3 The Service is not designed as an archive or backup of the Ad Account or of Connected Systems. The Customer is responsible for keeping its own copies of its data.
16. Data protection and privacy
16.1 Each party complies with the data protection law that applies to it, including the General Data Protection Regulation (GDPR) and the Dutch implementation act.
16.2 In providing the Service, Adsonomy processes personal data contained in Customer Data (for example hashed customer identifiers in conversion events, order and lead data, and User contact details) as a processor on behalf of the Customer as controller. The Data Processing Agreement available at adsonomy.com or on request from hello@adsonomy.com applies to that processing and forms part of the Agreement.
16.3 Adsonomy acts as an independent controller for account, billing, security, usage and support data about the Customer and its Users, as described in the Adsonomy privacy notice.
16.4 The Service is hosted in the European Union (currently in Amsterdam, the Netherlands). We use sub-processors, including hosting, email, payment, analytics and AI model providers, as listed in the Data Processing Agreement. Where a sub-processor processes personal data outside the European Economic Area, we ensure an appropriate transfer mechanism under Chapter V of the GDPR. The Customer authorises the sub-processors listed and future changes to them in accordance with the Data Processing Agreement.
16.5 The Customer is responsible for having a lawful basis, and for giving the notices and obtaining the consents that the law requires, for the personal data it sends to the Service and to the Ad Platform, including for tracking, pixels, server-side conversion events and the use of customer identifiers. The Customer must not send special categories of personal data or data about children to the Service.
16.6 We may create and use aggregated, de-identified statistics derived from use of the Service (for example benchmarks and model performance data) that do not identify the Customer, its Users or its customers, during and after the term.
17. Confidentiality
17.1 Each party keeps the other party's confidential information confidential, uses it only for the Agreement, and discloses it only to employees, advisers and subcontractors who need to know it and are bound by equivalent obligations. Confidential information includes the Customer's campaign data, pricing, margins and business information, and our pricing, product roadmap, technology and non-public documentation.
17.2 This does not apply to information that is or becomes public without breach, was already known to the receiving party, was independently developed, or must be disclosed by law or court order, in which case the receiving party will, where allowed, tell the other party first.
17.3 The obligations in this clause last for the term and three years after it, and indefinitely for trade secrets.
18. Intellectual property
18.1 Adsonomy and its licensors own all rights in the Service, including software, models, prompts, templates, documentation, designs and aggregated data. The Customer receives a non-exclusive, non-transferable right to use the Service for its own business during the term, within the limits of its edition.
18.2 The Customer owns Customer Data and grants Adsonomy a licence to host, process, transmit, display and modify Customer Data as needed to provide the Service and as otherwise permitted by the Agreement.
18.3 As between the parties, the Customer owns AI Output that the Service generates for it, to the extent the law allows ownership, and may use it freely. Similar or identical AI Output may be generated for other customers, and we give no warranty that AI Output is original, protectable or free of third-party rights.
18.4 If the Customer gives us feedback or suggestions, we may use them without restriction or payment.
19. Warranties and disclaimers
19.1 We warrant that we will provide the Service with reasonable skill and care and substantially in accordance with its documentation. Where the Service does not meet this warranty, the Customer's sole remedy is that we use reasonable efforts to correct the non-conformity, and, if we cannot do so within a reasonable time, the Customer may terminate the affected Order under clause 14.3.
19.2 Except as expressly stated in clause 19.1, the Service, AI Output and all data, reports and suggestions are provided as is and as available. To the fullest extent the law allows, we exclude all other warranties, conditions and representations, whether express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, accuracy, non-infringement, uninterrupted or error-free operation, or that the Service will meet the Customer's requirements or achieve any result.
19.3 We do not warrant that the Service will be compatible with the Ad Platform or any Connected System at all times, that data pulled from or pushed to them is accurate or complete, or that Guardrails will prevent every unintended outcome.
19.4 Planned maintenance, emergency maintenance and third-party outages may make the Service unavailable. We aim to schedule planned maintenance outside European business hours and to give notice where practical.
20. Indemnity by the Customer
20.1 The Customer will defend, indemnify and hold harmless Adsonomy, its affiliates, directors, employees and contractors against all claims, demands, proceedings, fines, penalties, losses, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer's advertisements, creatives, claims, prices, promotions, feeds, landing pages, products and services, including AI Output the Customer published or allowed to be published; (b) any breach of the Ad Platform's or a Connected System's terms or policies by or on behalf of the Customer; (c) any breach of advertising, consumer, data protection or other law by the Customer; (d) Customer Data, including any personal data the Customer sends to the Service or the Ad Platform without a lawful basis; (e) any claim that the Customer's content or its use of the Service infringes the rights of a third party; (f) the Customer's goals, Guardrails, Rules and settings and the Automated Actions taken within them; and (g) the acts and omissions of Users and of any advertiser on whose behalf an agency Customer uses the Service.
20.2 We will notify the Customer promptly of any claim, allow the Customer to control the defence and settlement (provided that no settlement admits fault on our part or imposes obligations on us without our written consent), and give reasonable cooperation at the Customer's cost.
21. Limitation of liability
21.1 Adsonomy is not liable to the Customer, on any legal basis, for: (a) Advertising Spend, including spend that exceeds the Customer's intentions, expectations or Guardrails, or that produced no or poor results; (b) the performance or outcomes of any campaign, advertisement, Rule, experiment or Automated Action; (c) any act, omission or decision of the Ad Platform or a Connected System, including rejections, suspensions, terminations, policy changes, outages, delays, data errors and API changes; (d) AI Output and reliance on it; (e) lost profits, lost revenue, lost sales, lost savings, lost goodwill, lost data (except as provided in the Data Processing Agreement), business interruption, or the cost of substitute services; or (f) any indirect, consequential, special, punitive or incidental loss or damage.
21.2 To the extent Adsonomy is liable to the Customer despite clause 21.1, its total aggregate liability arising out of or in connection with the Agreement, on any legal basis and for all claims together in any period, is limited to the Fees actually paid by the Customer to Adsonomy for the Service in the three months immediately before the event giving rise to the claim. A series of connected events counts as one event.
21.3 The exclusions and limitations in this clause 21 do not apply to the extent that the damage results from intent or deliberate recklessness (opzet of bewuste roekeloosheid) of Adsonomy or its managerial staff, or where mandatory law does not allow them to be limited.
21.4 Any right to compensation exists only if the Customer notifies Adsonomy in writing of the damage within 30 days after it discovered or should reasonably have discovered it, and any claim against Adsonomy lapses 12 months after that discovery date.
21.5 The Customer acknowledges that the Fees are set on the basis of these limitations, that Adsonomy does not control the Ad Platform or the Customer's business, and that the Customer is best placed to insure against and manage advertising risk.
21.6 Clauses 21.1 to 21.4 apply also for the benefit of Adsonomy's affiliates, directors, employees, contractors and sub-processors.
22. Force majeure
22.1 Neither party is liable for a failure or delay in performing (other than payment obligations) caused by circumstances beyond its reasonable control, including outages, changes or restrictions of the Ad Platform, Connected Systems, AI model providers, hosting providers, telecommunications or power; cyber attacks; government action; strikes; epidemics; natural disasters; and war.
22.2 If a force majeure event lasts more than 60 consecutive days, either party may terminate the affected Order by written notice without liability, and prepaid Fees for the period after termination will be refunded pro rata.
23. Notices
23.1 Notices to Adsonomy go to hello@adsonomy.com. Notices to the Customer go to the email address of the account owner or to the Service's in-app notifications. Notices are deemed received on the business day after they are sent, unless a bounce is received.
24. Changes to these terms
24.1 We may change these terms. We will publish the new version at adsonomy.com/terms with a new version number and effective date.
24.2 For non-material changes (for example clarifications, changes required by law, or changes that do not reduce the Customer's rights), we will give at least 14 days' notice by email or in the Service. Continued use after the effective date is acceptance.
24.3 For material changes, we will give at least 30 days' notice by email and in the Service, and the Customer must accept the new version in the Service before continuing to use it after the effective date. If the Customer does not accept, it may terminate the Agreement with effect from the effective date of the change and receive a pro rata refund of prepaid Fees for the remaining period. Changes required by law or by the Ad Platform may take effect sooner where necessary.
24.4 A short summary of what changed accompanies every new version.
25. Governing law and disputes
25.1 The Agreement and all disputes arising from or relating to it, whether contractual or non-contractual, are governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
25.2 The competent court in Amsterdam, the Netherlands, has exclusive jurisdiction, except that Adsonomy, operated by Dutch Bohemian Ventures, may also bring a claim against the Customer in the courts of the Customer's place of business.
25.3 Before starting proceedings, the parties will try in good faith to resolve the dispute by discussion between management for at least 30 days, unless urgent relief is needed.
26. General
26.1 Entire agreement. The Agreement is the entire agreement between the parties about the Service and replaces all earlier discussions, proposals and agreements. Neither party relies on any statement not set out in the Agreement. The Customer's purchasing terms or other general conditions do not apply, even if referred to in an order or correspondence, and are expressly rejected.
26.2 Severability. If any provision of the Agreement is invalid or unenforceable, the rest remains in force and the provision is replaced by a valid provision that comes as close as possible to its purpose.
26.3 Assignment. The Customer may not assign or transfer the Agreement without our written consent. We may assign the Agreement to an affiliate or to a successor of the business, and may use subcontractors, remaining responsible for their performance.
26.4 No waiver. A failure or delay in exercising a right is not a waiver of it.
26.5 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency for purposes beyond clause 6, joint venture or employment relationship.
26.6 Export and sanctions. The Customer confirms that it is not subject to sanctions and will not use the Service in breach of export control or sanctions law.
26.7 Language. These terms are drawn up in English. Translations are for convenience only; the English version prevails.
26.8 Questions about these terms: hello@adsonomy.com.