The following General Terms and Conditions including the Order Form (collectively, the “Agreement”) are entered into between CollectiveABM Ltd. (the “Provider”) and the client identified in the Order Form (the “Client”). By signing the Order Form, the Client agrees to these terms governing the provision of account-based advertising services by the Provider.
Provider will deliver a managed account-based advertising campaign (“Services”) to help Client target and engage companies that visit the Client’s website. This includes:
The scope of services provided by the Provider to a particular Client is always specified in the Order Form. Any changes to the scope of Services (such as additional advertising channels, changes in target criteria, or significant campaign modifications) must be agreed in writing by both parties (which may include email confirmation) and may require an amendment to the Order Form, including adjustments to fees if applicable.
The Client acknowledges that the Dealfront web tracking tool is a third-party service not owned or controlled by Provider. The Client is solely responsible for complying with Dealfront’s terms of service and maintaining any required subscription or account with Dealfront for the duration of the campaign. The Provider’s ability to deliver Services is contingent on the Client properly implementing and maintaining the tracking tool. The Provider shall not be liable for any failure to achieve the desired results that is caused by the Client’s delay or failure in implementing the tracking tool or issues attributable to the third-party tool. If the tracking tool is not implemented or is disabled, Provider may suspend advertising services until the issue is resolved, with notice to Client, and the Client has no claim against the Provider.
The Client and Client’s staff may have access to the Services only as an authorized user and use them according to the terms that are specified in these Terms of Service and any scope of use restrictions indicated in the Order Form. Remember, that you will be responsible for any and all actions taken via yours and your authorized users’ accounts and passwords.
The Services are provided on a fixed CPM basis, meaning costs are calculated at a set price per one thousand (1,000) advertising impressions (“CPM”). The CPM rate is defined in the Order Form (e.g., a specific currency amount per 1,000 delivered ad impressions). This fixed CPM includes all components of the campaign delivery, such as:
No additional fees for these services will be charged beyond the agreed CPM, except if the parties agree in writing to extra services outside the standard scope or if taxes apply (see Section 2.5). The CPM rate and any impression volume or budget limits should be specified in the Order Form or an attached schedule.
Provider will invoice the Client for advertising fees based on the number of ad impressions delivered. Invoices will typically be issued monthly in arrears (at the end of each calendar month) or as otherwise specified in the Order Form. Each invoice will detail the number of impressions delivered during the billing period and calculate the fee by multiplying the impressions (in thousands) by the fixed CPM rate. For example, if 100,000 impressions are delivered in a month at a CPM of $X, the fee for that month will be $X * 100 (since 100,000 impressions is 100 units of 1,000). If the Agreement stipulates a minimum monthly spend or a fixed number of impressions, the invoice will reflect at least that minimum amount regardless of actual delivery, unless otherwise agreed. Provider will include any applicable taxes as separate line items on the invoice.
The Client agrees to issue invoices in electronic form, without his signature, delivered to the e-mail address indicated in the Order Form.
Client shall pay all invoices in full within [10] days of the invoice date, unless a different payment period is stated in the Order Form or required by law. Payments shall be made in the currency stated on the invoice, via the payment method agreed (e.g. bank transfer to a designated account). Timely payment is of the essence:
All fees and prices quoted are exclusive of any applicable taxes (such as VAT, sales tax, or similar). The Client is responsible for any taxes, duties, or government charges imposed on the Services provided under this Agreement, other than taxes on Provider’s income. If Provider is required to collect indirect taxes (e.g. VAT) under applicable law, such taxes will be added to each invoice at the appropriate rate and paid by the Client. The Client shall provide any necessary tax exemption documents if it is exempt from certain taxes.
The Client shall not withhold or set off any amounts from payments due to Provider under this Agreement, unless agreed by the Provider or required by a final court or arbitral decision.
In addition to the fees indicated in Section 2, the Client shall pay on its own behalf all costs associated with the use of the Dealfront web tracking tool.
This Agreement commences on the effective date specified in the Order Form (“Effective Date”). Unless otherwise stated in the Order Form, the Agreement will continue for an initial term of [___] months from the Effective Date (“Initial Term”). After the Initial Term, the Agreement will automatically renew on a monthly basis (each a “Renewal Term”) under the same terms, unless either party provides a timely notice of non-renewal as described below. If the Order Form instead defines a fixed campaign period or fixed end date (rather than auto-renewal), then the Agreement will terminate at the end of that period unless extended by mutual written agreement.
Either party may terminate this Agreement for convenience (without cause) at the end of the Initial Term or any Renewal Term by providing at least thirty (30) days’ written notice to the other party prior to the desired termination date or the start of the next Renewal Term. If the Client wishes to cancel the campaign before the end of the Initial Term (early termination), such early termination may be subject to any minimum commitment or early cancellation fee specified in the Order Form. The Client will be responsible for all fees for impressions delivered up to the effective date of termination.
Either party may terminate this Agreement immediately upon written notice to the other if the other party materially breaches any material term of this Agreement and (if such breach is curable) fails to cure that breach within 15 days after receiving written notice specifying the breach. Material breaches by the Client include, but are not limited to, failure to pay invoices on time or failure to implement the required tracking tool (Dealfront script) in a manner that prevents Provider from delivering the Services for an extended period. Material breaches by the Provider include a persistent failure to deliver the Services as agreed (other than due to Client’s own failures or force majeure) or any violation of law in the course of providing the Services. In addition, either party may terminate immediately if the other party becomes insolvent, bankrupt, or enters into any arrangement for the benefit of creditors, or ceases to do business.
Except for payment obligations or as explicitly provided in the Agreement, neither party will be liable to the other for any damages (including anticipated profits or losses) solely by reason of a lawful termination of this Agreement in accordance with its terms.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, IN PARTICULAR THE OUTPUT, WILL BE ACCURATE OR RELIABLE. WE ARE NOT RESPONSIBLE FOR ANY OF YOUR TAX OBLIGATIONS OR LIABILITIES RELATED TO THE USE OF OUR SERVICES. WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. IF YOU HAVE ANY STATUTORY RIGHTS AND/OR WARRANTIES, THEY ARE TREATED AS EXCLUDED OR LIMITED IN THE MOST FAR-REACHING WAY.
To the fullest extent permitted by law, neither party shall be liable for any indirect, special, incidental, consequential, or punitive damages, or for any loss of profits, loss of revenues, loss of business opportunity, loss of data, or business interruption, arising out of or in connection with this Agreement or the Services, even if advised of the possibility of such damages. Provider’s total aggregate liability for any and all claims arising under or related to this Agreement (whether in contract, tort, or otherwise) shall not exceed the total amount of fees actually paid by Client to Provider under this Agreement in the [12] months immediately preceding the event giving rise to the claim. If the claim arises before 12 months of service have elapsed, the liability cap shall be the average monthly fees paid up to the date of the claim multiplied by 12. This liability limitation applies cumulatively to all claims and liabilities, and is not per-incident.
Exceptions: The above liability exclusions and caps do not apply to: (a) Client’s obligation to pay all fees due under this Agreement (for which Client’s liability is uncapped – the Client must pay for Services rendered and any late fees regardless of the cap); (b) liability for death or personal injury caused by a party’s negligence or willful misconduct; (c) the Client’s violation of applicable laws or regulations in connection with the use of the Services, including any failure by the Client to fulfill its obligations under Section 5 (Data Privacy & Compliance); (d) fraud or fraudulent misrepresentation by a party; or (d) any liability that cannot be limited or excluded by law. In no event shall Provider be liable for any failure or delay in ad delivery or performance issues attributable to the required third-party tracking tool or other third-party services beyond Provider’s reasonable control. Provider makes no guarantee regarding the specific business outcomes or sales results from the advertising campaign, as many factors outside Provider’s control can affect conversion and sales. Client acknowledges that the Services are intended to increase exposure and opportunities but actual sales or deals are not guaranteed.
The Client shall defend, indemnify, and hold harmless the Provider and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, or expenses (including reasonable attorney’s fees and court costs) arising out of or related to: (a) the Client’s content or materials provided for use in the advertising (e.g. advertisements, logos, trademarks, or copy) to the extent that such materials infringe any copyright, trademark, trade secret, or other intellectual property or privacy rights of a third party, or are defamatory or unlawful; (b) the Client’s violation of applicable laws or regulations in connection with the use of the Services, including any failure by the Client to fulfill its obligations under Section 5 (Data Privacy & Compliance) (for example, failing to obtain necessary consents or provide required notices for data tracking, or any breach of data protection laws by Client); or (c) the Client’s breach of any material term of this Agreement. This indemnification obligation includes claims brought by third parties such as website visitors, customers, or regulatory authorities and is contingent on Provider: (i) promptly notifying Client in writing of any claim (provided that a delay in notice will not relieve Client of its obligations unless it materially prejudices Client’s ability to defend the claim), (ii) allowing Client to control the defense and settlement of the claim (subject to Client promptly and diligently pursuing such defense), and (iii) cooperating with Client (at Client’s expense) in the defense. The Client shall not settle any claim in a manner that admits fault or liability of the Provider or imposes non-monetary obligations on Provider without Provider’s prior written consent, which shall not be unreasonably withheld.
The Provider shall defend, indemnify, and hold harmless the Client and its officers, directors, and employees from and against any third-party claims, losses, liabilities, damages, or expenses (including reasonable attorney’s fees) to the extent arising from: (a) an allegation that the Services as delivered by Provider (excluding any Client-provided content or third-party tools) infringe a valid EU intellectual property right of a third party (such as a patent, copyright, or trademark), or (b) the Provider’s willful misconduct or violation of law in the performance of the Services. This indemnity is subject to the Client (i) promptly notifying Provider of the claim in writing, (ii) giving Provider sole authority to defend or settle the claim (provided that Provider may not settle in a way that imposes liability or material obligations on Client without Client’s consent), and (iii) providing reasonable cooperation to Provider at Provider’s expense. If any aspect of the Services is found or alleged to infringe third-party IP, Provider may at its discretion and expense: 1) procure the right for the Client to continue to use the affected Service; 2) modify the Service to be non-infringing without materially reducing functionality; or 3) if the above options are not commercially reasonable, terminate the affected Service and refund to Client any prepaid fees for the unused portion of the Service. This Section 4.4 states Provider’s entire obligation and Client’s exclusive remedy for any claims of intellectual property infringement or third-party misconduct by Provider.
The parties agree that the limitations and exclusions of liability and the indemnity obligations in this Agreement were part of the basis of the bargain and reflected in the pricing of the Services. Each party has a duty to mitigate any losses or damages to the extent required by law. Any legal action by either party arising out of this Agreement must be brought within one (1) year after the cause of action has accrued, except where a longer period is mandated by applicable law.
Each party shall comply with all applicable data protection and privacy laws in connection with the performance of this Agreement, including the EU General Data Protection Regulation (GDPR) and any applicable local laws on personal data protection, electronic communications, and online tracking (such as ePrivacy regulations or equivalent). The Client, as the owner/operator of its website, is responsible for ensuring that the collection of data on its website and the transfer of such data to the Provider (or to the Dealfront tracking tool) is done in compliance with applicable laws. This includes, if required by law: providing clear notice on the website about the use of a visitor identification tracking tool and advertising cookies/pixels, obtaining any necessary consents from website visitors for tracking (e.g., via a cookie consent banner or similar mechanism, if legally required), and honoring any user rights or opt-outs. The Provider will also comply with applicable privacy laws in its use of any data received, and will provide the Client with reasonable assistance and information to support Client’s compliance efforts (for example, providing details of the tracking technology and data usage upon request for inclusion in privacy policies).
For the purpose of GDPR and equivalent laws, the parties acknowledge that certain data (which may include personal data like IP addresses or cookie IDs that can indirectly identify individuals) will be collected from the Client’s website via the Dealfront tracking tool and used to target advertising. The parties agree on their roles as follows:
The detailed terms of entrusting the processing of personal data by you are governed by the Data Protection Agreement available at: […]. The start of your use of the Services shall constitute your acceptance and conclusion of this Data Processing Agreement.
The Provider is firmly committed to protecting the privacy of the Client’s personal information. The Provider processes the Clients’ Personal Data as a controller in order to perform the agreement between you and us and for our business needs, including settlement of remuneration due to us, fulfillment of our legal obligations as a service provider, pursuing claims or defending against them. By using our Services, the Client acknowledges and agrees that our Policy Privacy available at: [..] governs the collection, usage and disclosure of this personal information.
The Provider shall treat all data derived from the Client’s website or provided by the Client as confidential and will not disclose it to any third party except as needed to perform the Services (for example, to ad network partners for ad delivery, or to Dealfront as the provider of the tracking data) or as required by law. Provider will not sell, reuse, or share the Client’s site visitor data for any other advertising campaigns or purposes unrelated to Client. The Client similarly agrees to keep any non-public information about the Provider’s techniques, pricing, or other confidential business information confidential, as well as any non-public personal data of Provider’s employees or agents (like contact information) that might be shared for contract administration. Both parties will implement appropriate security measures to protect personal data and confidential information, and will notify the other without undue delay if they become aware of any data breach involving the other party’s data.
The Client and Provider shall each obtain and maintain all licenses, consents, and permissions necessary to comply with applicable laws in relation to the Services. The Client is responsible for the content of the advertisements and ensuring it complies with any industry-specific regulations or advertising standards (e.g., not making false claims, complying with sectoral rules for financial, healthcare, etc., if applicable). Provider will not knowingly place any ad that violates applicable law or advertising standards, and reserves the right to refuse or take down any advertisement content provided by Client that Provider reasonably believes may violate any law or infringe rights. Each party will reasonably cooperate with the other in responding to any regulatory investigation or inquiry concerning the advertising activities under this Agreement. If either party receives any complaint or inquiry from a data subject (e.g., website visitor) or supervisory authority relating to the Services or data processing, it will promptly inform the other party and provide reasonable assistance in resolving it.
As between the parties, the Client retains all right, title, and interest in and to Client’s intellectual property, including but not limited to the Client’s trademarks, logos, brand names, slogans, and any marketing or advertising materials or content that the Client provides to the Provider for use in the campaign (“Client Materials”). The Client hereby grants the Provider a limited, non-exclusive, royalty-free license to use, reproduce, and display the Client Materials solely for the purpose of performing the Services under this Agreement (e.g., incorporating Client’s logos and ads into advertisements and campaign-related materials). This license extends to any third-party ad platforms or networks as necessary to distribute the Client’s ads. Provider will not use the Client’s name, logo, or materials for any other purpose (such as marketing or case studies) without the Client’s prior written consent, except that Provider may identify Client as a customer in its portfolio or client list, in a discreet manner, unless the Client explicitly objects in writing.
The Client acknowledges that the Provider has developed or licensed certain technology, software, methodologies, and know-how used in providing the Services, including any proprietary scripts, algorithms, audience creation techniques, campaign optimization strategies, and reporting formats. All intellectual property rights in the Provider’s proprietary materials and tools (collectively, “Provider Materials”) remain the exclusive property of the Provider (or its licensors). Nothing in this Agreement transfers any ownership of Provider Materials to the Client. To the extent the Provider delivers any reports, analytics, or custom documentation to the Client as part of the Services (e.g., campaign performance reports, analysis of website visitor data, etc.), the Client is granted a non-exclusive, perpetual, royalty-free license to use and reproduce those deliverables for its internal business purposes. However, any underlying Provider methodologies or templates incorporated in such deliverables remain Provider’s property. The Client shall not reverse engineer, decompile, or attempt to extract the source code of any Provider software or tools provided for use, nor use any of Provider’s proprietary data or insights for purposes outside the scope of this Agreement without Provider’s permission.
The Services rely on certain third-party products or data, notably the Dealfront web tracking tool and possibly third-party advertising networks and data providers. All intellectual property rights in third-party tools or data remain with the respective third-party owners. The use of the Dealfront tracking tool by Client is subject to Dealfront’s terms and licenses; this Agreement does not grant either party any intellectual property rights in Dealfront’s technology. Provider’s use of any third-party advertising platform (like DSPs, ad exchanges) is under their respective terms, and any data or insights obtained from such platforms (such as benchmarking data) that are non-specific to Client may be used by Provider in accordance with those terms. Neither party will remove or obscure any copyright, trademark, or other proprietary rights notices on any materials provided by the other or by third parties in connection with the Services.
If the Provider creates any custom advertising content or creative for the Client as part of the Services (for example, designing banner ads using Client’s branding), the Provider grants to the Client all necessary rights to use that content in the intended advertising campaign and, upon full payment for the Services, Provider assigns to Client ownership of the copyright in those specific ad creatives. Provider may retain copies of such materials for record-keeping and portfolio purposes, but will not use or re-publish Client-specific ad creatives for other clients or purposes without consent. The campaign performance data (e.g. metrics such as impressions delivered, clicks, conversions, and identifiable information about companies that engaged) that result from the advertising Services will be owned by the Client, though the Provider may retain and use aggregated or anonymized versions of that data (that do not reveal Client’s identity or any personal data of individuals) to improve its services and for benchmarking. Each party retains ownership of any data it had prior to this Agreement; sharing data for the campaign does not transfer ownership, except that Client is entitled to the results of the campaign as noted.
The Client represents and warrants that it has all necessary rights and permissions to provide the Client Materials to Provider and to authorize their use in the campaign. The Client will indemnify the Provider against any third-party claims that any Client Materials (or their use in the Services) infringe third-party rights, as outlined in Section 4.3 above. The Provider represents that, to its knowledge, the provision of Services and any Provider-created materials for the campaign do not infringe any third-party intellectual property rights, and Provider’s indemnity in Section 4.4 will apply in the event of any breach of this representation.
Governing Law: This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws. Each party agrees that the governing law chosen here will apply without regard to conflicts of law principles and that the U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.
Jurisdiction & Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising from this Agreement through negotiation and discussion at appropriate management levels, within 30 days of the dispute arising. If a dispute cannot be resolved amicably within the above-mentioned time, it shall be submitted to the exclusive jurisdiction of the courts of Poland. Each party irrevocably submits to such jurisdiction and waives any objection to the venue on the grounds of inconvenient forum or any similar doctrine. Nothing in this section prevents either party from seeking injunctive relief or any interim equitable relief in a competent court to prevent immediate and irreparable harm (for example, to protect intellectual property or confidential information) at any time.
Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) under this Agreement if such delay or failure is due to events beyond its reasonable control (“Force Majeure Events”). Force Majeure Events include, but are not limited to, natural disasters (e.g. earthquakes, floods), fire, acts of government or regulation, war, terrorism, civil unrest, labor strikes or lockouts, epidemic or pandemic, cyber-attacks or internet outages, or failure of third-party services or utilities (such as significant interruptions in advertising networks or data center services) that were not caused by the party. The party affected by a Force Majeure Event shall notify the other party as soon as reasonably possible, describing the nature of the event and its expected duration. The duties of the affected party will be suspended for the duration of the Force Majeure Event, and the time for performance shall be extended by a period equivalent to the period of delay. The affected party shall use reasonable efforts to mitigate the impact of the Force Majeure Event and resume full performance as soon as feasible. If a Force Majeure Event persists for more than thirty (30) consecutive days, either party may terminate this Agreement by giving written notice to the other, without liability, provided that any fees owed for Services performed prior to the Force Majeure termination date remain payable.
Relationship of Parties: The Provider is performing the Services as an independent contractor to the Client. Nothing in this Agreement is intended to, or shall be deemed to, create a partnership, joint venture, or employer-employee relationship between the parties. Neither party is an agent of the other, and neither has any authority to bind the other to any obligation or contract. The Provider shall be solely responsible for paying its employees, contractors, and agents (and for withholding any required taxes) and for its own business operations and expenses.
Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other party, except that either party may assign this Agreement without consent (i) to an affiliate or subsidiary as part of a corporate reorganization, or (ii) to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets or business to which this Agreement relates. Any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ respective successors and permitted assigns.
Entire Agreement & Amendments: This Agreement (including the Order Form and any appendices, schedules, or addenda incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, both written and oral, regarding such subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation, warranty, or agreement not expressly set out in this Agreement.
No amendment or modification of this Agreement shall be valid unless it is in writing and signed (or expressly agreed via electronic means) by authorized representatives of both parties. Email communications alone (except for the purposes of day-to-day operational changes or approvals under this Agreement) will not constitute an amendment unless there is clear proof of mutual agreement.
Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (if possible) or, if modification is not possible, deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect. Any invalid/unenforceable provision shall not affect the validity of the rest of the Agreement, and the parties shall negotiate in good faith to replace any such provision with a valid and enforceable provision that achieves, as closely as possible, the original intent and economic effect of the invalid provision.
No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. No waiver of any term shall be effective unless expressly agreed to in writing by the party against whom the waiver is claimed. A waiver of any breach shall not be deemed to be a waiver of any future breach, whether or not similar in nature.
Notices: Any official notices or communications required or permitted under this Agreement shall be in writing and shall be delivered to the respective parties at the addresses specified in the Order Form (or such other address as a party may designate in writing from time to time) by hand, by certified mail (return receipt requested), by a nationally recognized overnight courier, or by email (provided that email notice shall be followed by another method of delivery for formal notices). Notices shall be deemed given: if delivered by hand, on the day of delivery; if by courier or certified mail, on the date of receipt as confirmed by the carrier; or if by email, on the date sent provided no bounce or error message is received, but if sent outside of normal business hours, then on the next business day.
Headings and Interpretation: Section headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision. Terms such as “including” or “for example” are deemed to be followed by “without limitation” unless context dictates otherwise. Both parties have participated in negotiating and drafting this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship of any provisions of this Agreement.
No Exclusivity. The Provider is entitled to provide services to the Clients’ competitors and make no promise of exclusivity in any particular market segment.
Survival. All sections of the Agreement that by their nature should survive termination will survive such termination, including, without limitation, payment obligations, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnities and limitations of liability.
By signing the Order Form, each party’s authorized representative acknowledges that they have read and understood these General Terms and agree to be bound by them. The Order Form may be executed in counterparts (including via electronic signature or PDF), each of which will be deemed an original and all of which together constitute one instrument.
