Terms of Service

1. Introduction and Acceptance

1.1 These Terms of Service (“Terms”) form a legally binding agreement between Adsson Limited and the legal entity accessing or using the Services (“Customer”, “you”).

1.2 By creating an account, accessing the platform, placing an order, launching a campaign, or continuing to use the Services, the Customer accepts these Terms in full.

1.3 These Terms, together with any order, campaign setup, pricing schedule, and the Company’s Privacy Policy, constitute the entire agreement (“Agreement”).

1.4 The Company may update these Terms at any time by posting an updated version on the website. Continued use after changes become effective constitutes acceptance. Material changes may be notified by email or in-product notice where practicable.

1.5 The Customer represents that it is acting in the course of business. These Terms are intended for business-to-business use.

2. Services

2.1 Adsson provides an online advertising and paid acquisition platform that enables Customers to create, manage, optimise, and track performance campaigns across third-party traffic sources, ad networks, and integrations (the “Services”).

2.2 The Company acts as a technology and facilitation platform. Campaign delivery, traffic quality, inventory availability, and final performance depend on third parties (ad networks, publishers, platforms, and the Customer’s own creatives, landing pages, and tracking) and are outside the Company’s exclusive control.

2.3 The Company does not guarantee any particular results, including but not limited to impressions, clicks, conversions, CPA, ROAS, revenue, or profitability.

2.4 The Company may use subcontractors and third-party providers at its sole discretion and may refuse, suspend, or limit any campaign or Service at any time for operational, compliance, quality, or risk reasons.

3. Accounts, Orders and Campaigns

3.1 The Customer is responsible for the security of its account credentials and for all activity under its account.

3.2 Campaign parameters, budgets, targeting, creatives, and tracking instructions are set by the Customer. The Customer remains solely responsible for their accuracy and suitability.

3.3 The Company may require prepayment, deposits, or additional security at its discretion.

4. Pricing and Payment

4.1 Prices and fees are as displayed on the platform or agreed in writing and are exclusive of any applicable taxes unless otherwise stated.

4.2 Payment is due in accordance with the terms stated on the invoice or platform (default: within 8 days of invoice). Late payment entitles the Company to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 2003 (Gibraltar) and to suspend Services.

4.3 The Company may issue credits for non-performance or other agreed reasons. Credits are non-refundable, non-transferable, and may only be used against future Services unless required by law.

5. Customer Obligations and Warranties

5.1 The Customer is solely responsible for:

• (a) all creatives, ad copy, landing pages, offers, tracking pixels, and other materials supplied or approved by it;
• (b) ensuring that all campaigns and materials comply with applicable laws, advertising standards, and the policies of any third-party platforms or networks;
• (c) obtaining all necessary rights, licences, and consents.

5.2 The Customer warrants that:

• (a) all funds used to pay for the Services are from legitimate sources and are not the proceeds of crime;
• (b) it will not use the Services in connection with money laundering, terrorist financing, fraud, or any other illegal activity;
• (c) neither the Customer nor any beneficial owner is a designated person under applicable sanctions;
• (d) all materials are lawful, non-infringing, and free from malware or deceptive practices.

5.3 The Customer must promptly provide any information reasonably requested by the Company for compliance, risk, or operational purposes.

6. Anti-Money Laundering, Proceeds of Crime and Compliance

6.1 The Customer acknowledges that the Company is committed to preventing the use of its Services for money laundering, terrorist financing, or other financial crime, consistent with the Proceeds of Crime Act 2015 (Gibraltar) and related legislation.

6.2 The Company reserves the right, without liability, to request identity, beneficial-ownership, and source-of-funds information; to suspend or terminate Services or freeze balances if it has concerns about the legitimacy of funds or the intended use of the Services; and to report suspicions to the Gibraltar Financial Intelligence Unit or other competent authorities.

6.3 Any such action does not constitute a breach by the Company. The Customer indemnifies the Company against all losses arising from any breach of this section.

7. Intellectual Property

7.1 The Company retains all rights in its platform, technology, software, processes, and aggregated data.

7.2 Subject to full payment and these Terms, the Customer receives a limited, non-exclusive, non-transferable right to use the Services for its internal business purposes.

7.3 The Customer grants the Company a licence to use its name and non-confidential performance data for marketing purposes unless it objects in writing.

8. Disclaimers

8.1 The Services are provided “as is” and “as available”. To the fullest extent permitted by Gibraltar law, the Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

8.2 The Company does not warrant that any campaign will achieve particular performance metrics, that third-party integrations will remain available, or that traffic will meet any quality standard.

8.3 Third-party platforms, networks, and algorithms may take actions (policy changes, account suspensions, inventory restrictions, or tracking issues) that affect outcomes. The Company accepts no liability for these beyond any explicitly stated credit remedy.

9. Limitation of Liability

9.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under Gibraltar law.

9.2 Subject to clause 9.1, the Company’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the total fees actually paid by the Customer to the Company in the twelve (12) months preceding the claim.

9.3 The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, business, or anticipated savings.

9.4 These limitations apply even if the Company has been advised of the possibility of such damages and survive termination.

10. Indemnification

10.1 The Customer shall indemnify and hold harmless the Company and its directors, officers, employees, and agents from all claims, losses, damages, and costs (including reasonable legal fees) arising out of or related to:

• (a) the Customer’s creatives, campaigns, materials, or use of the Services;
• (b) any breach of these Terms (including the AML and content warranties);
• (c) any third-party claim that the Customer’s materials infringe rights or are unlawful;
• (d) any regulatory, platform, or network action linked to the Customer’s campaigns or materials.

10.2 This indemnity is uncapped and survives termination.

11. Confidentiality

Each party shall keep confidential all non-public information received from the other for five years after termination, except where disclosure is required by law.

12. Data Protection

The Company processes personal data in accordance with the Gibraltar GDPR, the Data Protection Act 2004, and its Privacy Policy. The Customer is responsible for ensuring it has a lawful basis to share any personal data with the Company.

13. Force Majeure

The Company is not liable for failure or delay caused by events beyond its reasonable control, including third-party platform or network failures, algorithm changes, outages, natural disasters, war, sanctions, or government actions.

14. Termination

14.1 The Company may suspend or terminate the Agreement or any campaign immediately if the Customer breaches these Terms, fails to pay, or if the Company reasonably suspects illegal activity, money laundering, or risk to its operations or reputation.

14.2 Either party may terminate for convenience on written notice for future Services. Existing paid campaigns will be completed or credited in accordance with these Terms.

14.3 Upon termination, the Customer’s right to access the platform ceases. Credits may be forfeited in cases of material breach or suspected illegal activity.

15. Governing Law and Jurisdiction

15.1 These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of Gibraltar.

15.2 The courts of Gibraltar shall have exclusive jurisdiction.

16. General

16.1 If any provision is held invalid, the remainder continues in full force.

16.2 Failure to enforce a right does not constitute a waiver.

16.3 The Customer may not assign its rights without the Company’s prior written consent. The Company may assign freely.

16.4 Notices may be given by email to the address associated with the account.

16.5 Clauses relating to payment, liability, indemnity, confidentiality, IP, AML, and governing law survive termination.