BRAINY ADS MEDIA SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) is entered into as of the Effective Date (defined below)
between the undersigned client entity identified on the signature page (“Client”) and Brainy Ads Media ApS,
a Danish private limited company (CVR no. 45607968) with its registered office at Haderslevvej 20,
6000 Kolding, Denmark (“BAM”). Each of BAM and Client may be referred to herein individually as a “Party”
and collectively as the “Parties”.
1. DEFINITIONS
1.1 “Advertising Platforms” means Meta Ads (Facebook and Instagram), Google Ads, Klaviyo and any other
third‑party advertising, email or marketing‑automation tools agreed in writing.
1.2 “Deliverables” means any creative assets, copy, campaigns, reports or other work product produced by
BAM under a Statement of Work.
1.3 “Effective Date” means the date on which the last Party signs (including by electronic signature) this
Agreement.
1.4 “POAS” (Profit on Ad Spend) means, for a given period, (Revenue attributed to the campaign –
platform‑recorded ad spend) ÷ platform‑recorded ad spend, as reported by the relevant Advertising
Platform.
1.5 “Services” means the digital‑advertising and related consultancy services described in Section 2 and any
Statement of Work (“SOW”).
1.6 “Statement of Work” or “SOW” means a document executed by both Parties that describes the specific
Services, Deliverables, KPIs, timelines and compensation.
1.7 “Business Day” means any day other than Saturday, Sunday or an official public holiday in Denmark.
2. SCOPE OF SERVICES
2.1 Scope. BAM shall provide strategy, creation, management, optimisation and reporting of advertising
campaigns on the Advertising Platforms and set‑up of automated email flows, as further detailed in
Schedule A or any SOW.
2.2 Standard of Performance. BAM will allocate suitably qualified personnel and reasonable resources to
perform the Services in a professional and workman‑like manner, in accordance with applicable laws and
platform policies.
2.3 Dependency on Client Inputs. BAM’s ability to perform is dependent on Client’s timely provision of
information, brand assets, feedback and platform access as set out in Section 6. No results are guaranteed.
3. TERM AND TERMINATION
3.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance
with this Section 3.
3.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience
on one (1) days’ prior written notice.
3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party
(a) materially breaches this Agreement and fails to cure within fourteen (14) days of notice, or (b) becomes
insolvent or ceases business.
3.4 Effect of Termination. Client shall pay all Fees accrued up to the effective termination date. Clauses
that by their nature survive termination (including Sections 5, 7, 8, 9, 11–16 and 20–22) shall remain in full
force.
4. FEES, BILLING AND PAYMENT AUTHORISATION
4.1 Start-up Fee. A one‑time, non‑refundable start-up fee of USD $1000 is due on the Effective Date.
4.2 Performance Fee. Client shall pay BAM five percent (5 %) of POAS attributable to campaigns managed
by BAM, calculated monthly on the first Business Day after month‑end.
4.3 Automatic Collection. Client authorises BAM (and its payment processor) to debit the credit card or
bank account provided by Client for all Fees on or after each invoice date. Electronic invoices constitute
proper notice of amounts owed. Client shall maintain valid payment details at all times.
4.4 Late Payments. Overdue amounts bear interest at 1.5 % per month (or the maximum lawful rate,
whichever is lower). Client is liable for all reasonable collection costs.
4.5 Taxes. Fees are exclusive of VAT and other applicable taxes, which Client shall pay.
5. PROOF OF SERVICE AND DEEMED ACCEPTANCE
5.1 Access Evidence. Continuous viewer or administrator access to the relevant advertising‑platform
accounts constitutes conclusive evidence that the Services for the corresponding period were rendered.
5.2 Report Evidence. BAM will archive (i) date‑stamped spend logs, (ii) campaign IDs, and (iii) optimisation
notes. These items are prima facie proof of delivery.
5.3 Deemed Acceptance. Deliverables are deemed accepted unless Client notifies BAM in writing of a
material defect within five (5) Business Days of receipt. Failure to object within such period constitutes
irrevocable acceptance and waiver of any claim that Services were not provided.
6. CLIENT CO‑OPERATION AND TIMELY ASSET DELIVERY
6.1 Client shall (a) provide BAM with timely access to ad accounts, websites, product catalogues, creative
assets and any other materials required; (b) review and approve Deliverables within three (3)
Business Days; and (c) ensure compliance of its products, landing pages and data with applicable laws.
6.2 BAM is not liable for delays or under‑performance caused by Client’s failure to meet the obligations in
this Section 6, and any KPI commitments are suspended for the duration of such delay.
7. REFUND AND CANCELLATION POLICY
7.1 No Refunds on Services Rendered. Fees for Services already performed—including the start-up Fee
and media spend paid to third parties—are non‑refundable.
7.2 Cancellation Window. Upon termination for convenience under Section 3.2, Services will continue
during the 1‑day notice period, Fees will continue to accrue, and all outstanding Fees become due at the
end of such period.
7.3 Statutory Withdrawal Rights. If Client is a consumer entitled to a mandatory statutory right of
withdrawal, such right applies only to Services not yet fully performed and only to the extent not waived
by commencing performance within the withdrawal period.
8. CHARGEBACK AND PAYMENT‑DISPUTE PROCEDURE
8.1 Internal Resolution First. Client agrees not to initiate a chargeback or payment dispute with its bank
or card issuer unless Client has (a) emailed full details of the dispute to Mathias@brainyadsmedia.dk, and
(b) allowed BAM at least fourteen (14) days to investigate and respond.
8.2 Unauthorised Chargebacks. If Client initiates a chargeback in breach of Section 8.1 and the chargeback
is reversed in BAM’s favour, Client shall reimburse BAM for (a) the disputed amount, (b) all chargeback fees
imposed by the payment processor, and (c) reasonable legal or collection costs.
8.3 Co‑operation Duty. Client shall cooperate in good faith with BAM’s efforts to contest a chargeback,
including providing written confirmation that the Services were authorised.
9. PERFORMANCE DISCLAIMER
9.1 BAM utilises industry best practices; however, advertising results depend on factors outside BAM’s
control (platform algorithms, market conditions, Client’s product, etc.). Accordingly, BAM does not
guarantee any specific revenue, ROI, lead volume or ranking.
10. INTELLECTUAL PROPERTY
10.1 Pre‑Existing Materials. Each Party retains ownership of its pre‑existing intellectual property.
10.2 Licence to Deliverables. Upon full payment of Fees, BAM grants Client a perpetual, worldwide,
royalty‑free licence to use Deliverables solely for Client’s internal business purposes.
10.3 Account Ownership. Ad accounts set up under Client’s business manager remain Client’s property,
subject to platform terms. BAM may retain administrative access for sixty (60) days post‑termination to
collect performance data for evidence purposes.
11. CONFIDENTIALITY AND DATA PROTECTION
11.1 Each Party shall keep confidential all non‑public information received from the other Party and use it
solely for the purposes of this Agreement.
11.2 The Parties shall process personal data in compliance with the EU General Data Protection Regulation
(GDPR) and, if required, enter into a data‑processing addendum (DPA).
12. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY
12.1 Mutual Warranties. Each Party warrants that it has the legal right and authority to enter into this
Agreement.
12.2 Disclaimer. Except as expressly set out herein, the Services are provided “as‑is” and BAM disclaims all
implied warranties.
12.3 Limitation. BAM’s aggregate liability arising out of this Agreement shall not exceed the Fees paid by
Client in the three (3) months preceding the event giving rise to liability. Neither Party is liable for indirect,
consequential or punitive damages.
13. INDEMNIFICATION
13.1 Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party from
claims arising out of (a) the Indemnifying Party’s breach of this Agreement, or (b) its gross negligence or
wilful misconduct.
14. FORCE MAJEURE
14.1 Neither Party is liable for delay or failure caused by events beyond its reasonable control, including
platform outages, strikes or acts of God.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 Governing Law. This Agreement is governed by the laws of Denmark, without regard to conflict‑of‑law
principles.
15.2 Arbitration. Any dispute not resolved amicably within thirty (30) days shall be finally settled by binding
arbitration under the Rules of the Danish Institute of Arbitration. The seat of arbitration shall be
Copenhagen and the language shall be English.
15.3 Injunctive Relief. Nothing in this Agreement prevents a Party from seeking interim injunctive relief in
a competent court.
15.4 Waiver of Class Actions. The Parties waive any right to participate in a class, collective or
representative action.
16. NON‑DISPARAGEMENT
16.1 Neither Party shall publish or assist in publishing any statement that disparages the other Party or its
personnel in connection with this Agreement, except as required by law.
17. PERSONAL GUARANTEE (Applicable to Small‑Entity Clients)
17.1 If Client is an entity with fewer than ten (10) employees, the individual signing below (the “Guarantor”)
personally and unconditionally guarantees payment of all Fees, chargeback liabilities and costs owed by
Client under this Agreement. BAM may proceed against the Guarantor without first exhausting remedies
against Client. This guarantee is independent and continuing.
18. ATTORNEYS’ FEES AND COSTS
18.1 The prevailing Party in any action or arbitration to enforce this Agreement is entitled to recover its
reasonable attorneys’ fees and costs.
19. NOTICES
19.1 Notices must be in writing and sent by email (with delivery receipt), courier or registered post to the
addresses set out below (or as updated in writing). Email is deemed delivered when the sender receives a
delivery‑or‑read receipt.
20. ENTIRE AGREEMENT, AMENDMENTS AND SEVERABILITY
20.1 This Agreement, together with any Schedules and SOWs, constitutes the entire agreement between
the Parties and supersedes all prior discussions.
20.2 Amendments must be in writing and signed (including electronically) by both Parties.
20.3 If any provision is held invalid, the remaining provisions remain in full force.
21. ELECTRONIC SIGNATURES
21.1 The Parties agree that electronic signatures (including DocuSign or similar) are legally binding and
admissible in evidence.
22. COUNTERPARTS
22.1 This Agreement may be executed in any number of counterparts, each of which is deemed an original
and all of which together constitute one instrument.