1.1 The following words and phrases shall have the following meanings (except where the context otherwise requires):
Accounts - means all the Client’s products and services, [those products and/or services of the Client listed in Schedule 2], including the Client’s corporate image;
Advertising - means all advertising produced by the Agency for the Client under this Agreement;
Agency Material - means all artwork, copy, models, designs, photographs, software and all other material created by the Agency for the Advertising in connection with Accounts by directors or employees of the Agency, either provided that it is approved by the Client and incorporated or whether or not it is incorporated] into Advertising during the Term;
Agreement - means this Agreement and its Schedules;
Advertising Regulation - means any present or future applicable code of practice, adjudication, decision, guideline, direction or rule of any Advertising Regulator and includes any applicable modification, extension or replacement thereof in force from time to time;
Advertising Regulator - means any US, EU or other international regulator or statutory or regulatory body relevant to the Advertising and/or the Services to be provided under this Agreement;
Commencement Date - means the date specified in Clause 3;
Commissioned Material - means all artwork, copy, models, designs, photographs, software, films, sound recordings and all other material the creation of which is commissioned by the Agency from third parties during the Term for the Advertising; Existing Material - means any photograph, TV program, feature film, character, music, sound recording, performance, book, painting, software or any other material protected by Rights, created by a third party and in existence at the time it is desired to make use of it for the purposes of the Advertising;
Trial Period - means the period specified in clause 3;
Records - means such accounts and records maintained by the Agency of all expenditure which is reimbursable by the Client under this Agreement and as are reasonably necessary for the purpose of enabling the Client to conduct an audit of that expenditure, including (but not limited to) evidence of the appearance of Advertising in accordance with any agreed media schedule;
Rights - means any copyright, extended or revived copyright, design right, registered design right, patent, performer’s property right, trade mark, database right or any similar right exercisable in any part of the world, including any application for registration of any patent, trade mark, registered design or similar registrable rights in any part of the world;
Services - means those services the Agency will perform for the Client and specified in Schedule 2;
Term - means the period from the Commencement Date until the termination of this Agreement;
Territory - means the territory defined in Clause 2;
Working Day - Means a day (other than a Saturday or a Sunday) on which the clearing banks in Sofia, Bulgaria are open for business
Agency - Nystrom Digital Ltd - EOOD
Client - For the purposes of this Agreement, "Client" refers to any individual, business, or entity that completes a purchase or subscribes to services through the Agency's platform. A Client is identified by the information they provide during checkout and is registered in our payment system (Stripe) upon successfully completing a transaction. By ticking the "I agree to Nystrom Digital Ltd.'s Terms of Service and Privacy Policy." checkbox during checkout, the Client acknowledges and agrees to be bound by these terms.
2.1 The Client appoints the Agency to carry out and the Agency agrees to provide the Services to the Client in Google Ads [excluding/including] advertising on the world wide web or any other globally accessible medium] (the “Territory”) in relation to the Accounts during the Term in accordance with this Agreement.
2.2 In order to provide the Advertising, the Agency will perform for the Client the Services associated with the product selected at checkout. These Services may include, but are not limited to, the creation and management of Google and/or Meta Ad Campaigns, as detailed in the subscribed package.
3.1 This Agreement shall commence on the date of payment (commencement date) and continue for a period of 3 months from the Commencement Date (the “Trial Period”), unless terminated sooner by the Agency. For the avoidance of doubt, the Client can not terminate the Agreement during the Trial Period.
3.2 After the Trial Period, this Agreement will remain in full force and effect unless and until terminated by either party. Termination requires at least 30 days’ prior written notice to the other party, and no termination shall take effect with less than 30 days’ notice.
4.1 The Client will give the Agency clear briefings and ensure that all the facts given about the Accounts are accurate. The Agency will co-operate fully with the Client and use reasonable care and skill to make the Advertising as successful as is to be expected from a competent advertising agency. The Client will help the Agency do this by making available to the Agency all relevant information and co-operating with the Agency.
5.1 The Agency acts in relationship with the Client as a collaborator.
6.1 The client provides in written the base lines about the desired campaign, and grants the Agency full authority to create and develop the campaign and the whole digital marketing strategy. The client recognizes that only the Agency is in charge with the campaign.
6.2 The Agency will advise the Client immediately of any changes in the estimated cost of items of Advertising or any changes in plans, schedules or work in progress previously approved in writing by the Client.
7.1 The Client may request the Agency to cancel or amend any and all plans or work in progress. The Agency will take all reasonable steps to comply with any such request.
7.2 In the event of any such cancellation or amendment the Client will reimburse the Agency for any charges or expenses incurred by the Agency to which the Agency is committed. The Client shall also pay the Agency’s remuneration covering the cancelled or amended Services as well as any charges imposed on the Agency by third parties arising from the cancellation or amendment.
7.3 During the trial period, cancellation of work in progress is not possible together with the correlative reimbursement of payment. Payments agreed for the trial period are fixed, due and non-refundable.
7.4 For copy, landing pages, and other design or creative work, the Client can request the Agency for 1 Revision, respecting the following procedure:
● The Agency delivers to the Clients the proposed campaign;
● The Client requests changes within 7 days (the revision request);
● Additional work requested after the revision is charged at 150$/h;
● The Client can request 1 revision per copy/design deliverable.
● The Client agrees to cooperate with The Agency if asked to contribute to The Agency's growth by recording fair and honest video testimonials.
8.1 Whenever the Agency decides that it is necessary to collect data on which to base advertising strategies, the Client and the Agency will agree in advance and in writing the basics and the charges for the market research carried out by the Agency. Such research may include background studies of the market, consumer attitudes and product acceptance and projects to establish the effect of advertising that has been published.
9.1 In this clause, payment of an invoice within a specified number of days means payment within that number of days after the receipt date of the invoice in question.
9.2 Fixed price. The fixed price is related to the Trial Period, and the payment is unretractable and non-refundable. The Client will pay the invoice within 3 days from the receiving date. After the Trial Period, all fixed-price subscription payments remain non-refundable, regardless of usage or termination of the service. Payments will be automatically deducted from the billing information on file.
9.3 Client will pay Nystrom Digital Ltd - EOOD a monthly fee as specified in the signed Service Agreement. This amount may vary depending on the scope of services provided. The agreed-upon fee will be due every 30 days and automatically charged to the Client’s payment method on file, unless otherwise stated in writing. The amount charged at checkout (e.g. via Stripe) is subject to adjustment based on the final terms outlined in the Service Agreement signed via DocuSign.
9.4 The Agency reserves the right to charge interest on all invoices presented to the Client which are not paid by the relevant due date at the annual rate of 10% above the base rate from time to time of Revolut Bank. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which the Agency receives the full outstanding amount together with all accrued interest.
9.5 Clients agree to be billed on a recurring basis for services provided by Nystrom Digital. The initial and recurring fees, including billing frequency, will be outlined in the Service Agreement signed via DocuSign following checkout.
Please note: The subscription price displayed at checkout (e.g. via Stripe) may differ from the final agreed-upon rate stated in the Service Agreement. Any changes to the subscription amount will be communicated and require written confirmation via the signed agreement.
All payments will be charged automatically to the payment method on file in accordance with the terms specified in the Service Agreement.
10.1 It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Agency for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable license to the Agency to use such Materials for the purposes of providing the Services for the duration of the Contract.
10.2 The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. The Agency shall be entitled to reject and delete such material without incurring any liability. In addition, the Agency shall be entitled to cancel the Order.
10.3 The Client shall indemnify the Agency against all damages, losses and expenses suffered or incurred by the Agency as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
10.4 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
10.5 The Intellectual Property Rights as mentioned in Clause 24.2 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.
10.6 The Client hereby irrevocably licenses the Agency to use and display the Client’s name, figure, logo etc. as a reference on the Agency’s website, other marketing materials or types of media whilst they are a Client of the Agency and for 20 years after the Contract terminates. The Client agrees to send the Agency its most recent logo or figure as and when it is amended from time to time.
11.1 The parties acknowledge a duty not during or after the Term to disclose without the other’s prior written permission any confidential information either concerning the other’s business, its business plans, customers or associated companies or resulting from studies or surveys commissioned and paid for by the Client.
11.2 In particular during and after the Term the Agency acknowledges its responsibility to treat in complete confidence all the marketing and sales information and statistics relating to the Client’s business with which the Client may supply the Agency in the course of any work for the Client.
11.3 From now on in this Clause [15] “Information” will be used to describe the categories of information referred to in Clauses [15.1] and [15.2].
11.4 The Agency shall impose obligations in terms equivalent to those in Clauses [15.1] and [15.2] on its own personnel. Upon written request by the Client, the Agency shall also obtain written assurances from any third parties to whom Information has to be disclosed in order to enable the Agency to carry out its obligations under this Agreement.
11.5 The Client acknowledges and agrees that any identifiable and original idea or concept presented by the Agency in relation to any promotion or advertising campaign invented or developed by the Agency shall be acknowledged as being available only for such promotion or campaign and shall not be used for any other purposes whatsoever without the Agency’s express prior written consent. Even where no promotion or campaign is agreed, the ideas and concepts presented to the Client shall remain strictly confidential and shall not be used in any way, including communication to any third party, without the Agency’s express prior written consent.
11.6 For the avoidance of doubt, the restrictions in this Clause [15] shall not prevent:
● the disclosure or use of Information in the proper performance of the Agency's duties;
● the disclosure of Information if required by law;
● the disclosure of Information that has come into the public domain otherwise than through unauthorized disclosure.
11.7 The Client acknowledges that nothing in this Agreement shall affect the Agency’s right to use as it sees fit any general marketing or advertising intelligence gained by the Agency in the course of its appointment.
12.1 If there is an error in Advertising as published or publication is delayed or does not occur as planned, the Agency will not be liable unless this is caused by its default or neglect.
12.2 Should either party or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the other’s breach of this Agreement, the party in breach shall indemnify the other subject to the provisions of Clause 17.
12.3 The Client warrants that to the best of its knowledge information and belief all Account information supplied to the Agency before and during the Term will be accurate and not in any way contrary to any law applicable in any part of the Territory.
12.4 The Agency warrants that having taken such legal or other advice in respect of the Advertising as the parties consider necessary and having undertaken such trade mark searches and other enquiries as the parties may agree should be undertaken, the publication of the Advertising shall, to the best of the Agency’s knowledge and belief, not infringe any third party rights or be in any other way contrary to law other than as contained in any legal or other advice provided to the Agency and communicated to the Client.
12.5 The Client agrees to indemnify and keep the Agency indemnified against any or all costs, demands, expenses, losses or damages incurred by the Agency arising from or out of any cancellation, delay, alteration or disruption to the production of the Advertising which results from any act or threatened act of terrorism or military action.
12.6 The Client accepts full legal responsibility in respect of any Advertising approved by it for publication and will indemnify the Agency in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the Advertising by the Client for advertising purposes.
12.7 The Client confirms that it is expressly understood and agreed that in planning and buying the Clients’ digital media activity, the Agency shall use its best endeavors to ensure the accuracy of all estimated and target figures relating to:
● the number, proportion or type of people likely to be exposed to the Advertising;
● the number of exposures each person is likely to receive; and
● the cost of achieving these exposures.
12.8 Since these are matters which are ultimately beyond the Agency’s control, no warranties can be given by the Agency as to the accuracy of such estimates/targets or as to the figures actually occurring and no liability shall attach to the Agency in respect of any losses suffered by the Client or by any third party by reason of the Client’s reliance on such estimates/targets.
13.1 Nothing in this Agreement shall exclude or in any way limit the Agency’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this but including any liability arising under any indemnity under this Agreement:
the Agency’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed [the total remuneration payable to the Agency hereunder during the preceding 3 months; and
the Agency will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
13.2 This Agreement states the full extent of the Agency’s obligations and liabilities in respect of the Advertising and the performance of the Services. The parties agree that any condition, warranty representation or other term concerning the Advertising and/or the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
14.1 Either party may terminate this Agreement by service of notice in accordance with Clause 3.
14.2 Either party may terminate this Agreement forthwith by notice in writing to the other if the other party:
● is in material breach of any of the terms of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within [30] days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or
● becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
● has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or ceases, or threatens to cease, to carry on business.
The parties’ rights, duties and responsibilities shall continue in full force during the agreed period of notice and whether or not there is a period of notice, the Client shall pay all sums due in respect of work done and expenditure committed by the Agency until the end of the Term.
Upon the termination of this Agreement and payment by the Client of all items properly chargeable to the Client hereunder, the Agency will give the Client all reasonable co-operation in transferring, subject to the approval of third parties where required, all active promotions and all rights and claims thereto.
If, prior to notice of termination of this Agreement, the Agency has at the request of the Client prepared detailed plans or proposals for future advertising in respect of which the Agency has not been remunerated, the Agency shall be entitled to receive from the Client payment on the basis of fair compensation for work done the equivalent of ...% of the remuneration received by the Agency from the Client in the 6 months prior to the date of notice, less any remuneration which the Agency may otherwise receive from the Client in respect of its work under this Agreement during the period of notice.
If the Client wishes to use, after the Term and through another agency, a media plan drawn up by the Agency during the Term for the Client’s future use, the Client shall not do so without the Agency’s prior written consent and agreement being reached regarding appropriate remuneration for the Agency.
The following clauses shall survive the end of the Term:
●
Clause 10
Intellectual property rights
●
Clause 11
Confidential information
●
Clause 12
Warranties and indemnities
●
Clause 13
Limitation of liability
●
Clause 19
Non-solicitation
●
Clause 23
Notices
●
Clause 24
Applicable law
●
Clause 25
Dispute resolution
16.1 Each party shall ensure that any mailing list or customer database supplied to the other party shall comply with the requirements of all legislation in force from time to time including, without limitation, GDPR, CCPA, and any other applicable law, and that each party shall comply with the relevant obligations of the Data Protection Laws.
17.1 The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to this Agreement shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.
18.1 Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement caused by circumstances beyond the reasonable control of a party to this Agreement (including a labor dispute between a party to this Agreement and its employees as well as a labor dispute between a third party and its employees) (a “Force Majeure Event”).
18.2 The party claiming the Force Majeure Event shall promptly notify the other party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
18.3 If the party claiming the Force Majeure Event has complied with clause 18.2, its performance under this Agreement shall be suspended for the period that the Force Majeure Event continues and the party will have a reasonable extension of time for performance of its obligations given all the circumstances. As regards the delay or stoppage arising from the Force Majeure Event:
● Any costs arising from such delay or stoppage shall be borne by the party incurring those costs;
● The party claiming the Force Majeure Event shall take all reasonable steps necessary to bring that event to a close or to find a solution by which its obligations under this Agreement may be performed despite the Force Majeure Event;
● If the Force Majeure Event continues for more than 30 consecutive days, the party which is not claiming the Force Majeure Event may terminate this Agreement with immediate effect on giving written notice to the other party and neither shall be liable to the other for such termination.
19.1 The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, Agency or organization or otherwise and whether directly or indirectly during or for a period of [...] months from the end of the Term solicit or entice away or attempt to solicit or entice away (or authorize the taking of any such action by any other person) any key executive of the other party who has worked on the Advertising at any time during the last 12 months of the Term.
20.1 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
21.1 Neither party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the other party, such consent not to be unreasonably conditioned, withheld or delayed.
22.1 This Agreement and the documents referred to in it (the ‘Contractual Documentation’) constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.
22.2 The parties agree that neither of them has been induced to enter into any Contractual Documentation in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement as a warranty. The only remedy available to the parties for breach of the warranties shall be for breach of contract under the terms of this Agreement and the parties unconditionally and irrevocably waive any other claims, rights or remedies that may otherwise be available. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
22.3 No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
23.1 Any notice, invoice or other communication which either party is required by this Agreement to serve on the other party shall be sufficiently served if sent to the other party at its specified address at clause 1 (or such other address as is notified to the other party in writing) as follows:
by email;
by registered or first-class post or recorded delivery;
24.1 This Agreement shall be governed by and construed in accordance with the laws of Bulgaria, without regard to its conflict of law principles, and in compliance with applicable European Union regulations.
24.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Bulgaria over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.
25.1 The Parties agree that any dispute regarding this Agreement, and any claim made by Client for the return of monies paid to Nystrom Digital Ltd - EOOD, shall be handled in accordance with applicable State and Federal laws.
Specifically, if Client initiates a chargeback or cancels credit card payments after the three-day cancellation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and Nystrom Digital Ltd - EOOD reserves the right to dispute such cancellation and pursue Client for monies owed for services already performed but unpaid due to such chargeback.
Client acknowledges that initiating a chargeback for services that have already been rendered constitutes fraud and an intentional breach of contract. Regardless of the outcome of any credit card chargeback dispute, Client remains legally obligated to pay for work completed as of the time of the chargeback request, at an hourly rate of $150 per hour for all hours spent on Client’s project.
Upon request, Nystrom Digital Ltd - EOOD will provide an itemization of hours worked, and payment shall be due in full within 30 days from the date such itemization is provided. If Client fails to remit payment within this timeframe, Nystrom Digital Ltd - EOOD reserves the right to initiate legal action for breach of contract, irrespective of the chargeback dispute’s outcome.
Furthermore, if Nystrom Digital Ltd - EOOD successfully disputes a chargeback, it reserves the right to recover from Client all costs incurred in defending against the chargeback, including, but not limited to, lost business profits and administrative time spent on the dispute, charged at $150 per hour.
By agreeing to this Agreement, Client expressly waives any right to unjustly dispute legitimate charges and acknowledges that fraudulent chargebacks may result in legal action, collection proceedings, and reporting to credit agencies.
25.2 If any claim or dispute arises under or in connection with this Agreement, the parties will attempt to settle such claim or dispute by negotiation.
25.3 If any claim or dispute cannot be settled by negotiation within [21] days after either party has made a written offer to the other party to negotiate a settlement to such claim or dispute, the parties shall resort to court proceedings, in accordance with clause 24.