1. Definitions
In these Terms of Service the following capitalised words have the meaning set out below.
- "Adcure", "we", "our" or "us" means Adcure Agency, established at Beneluxlaan 59, 2871 HE Schoonhoven, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 89821211, VAT number NL003924266B58.
- "Client" or "you" means the business that enters into an Agreement with Adcure, represented by the natural person who accepts these Terms on its behalf.
- "Agreement" means the contract between Adcure and the Client consisting of the Subscription, any Top-up and these Terms, together with the Privacy Policy, Refund Policy and Subscription Policy that form part of it.
- "Ad Account" means an advertising account on Meta, Google, TikTok or another advertising platform that is opened in the name of Adcure or the Supplier and to which the Client is given access under the Agreement.
- "Platform" means the advertising platform on which an Ad Account is held (for example Meta Platforms, Google or TikTok) and the entity that operates it.
- "Supplier" means the third party from which Adcure sources Ad Accounts and through which advertising budget is placed on those accounts.
- "Portal" means Adcure's online client environment, including the dashboard, wallet, top-up flow, ticketing and the AI support assistant.
- "Subscription" means the recurring monthly plan (Starter, Growth or Advanced) that gives the Client access to the Portal and to Ad Accounts.
- "Wallet" means the prepaid advertising budget that the Client has transferred to Adcure and that is shown as a balance in the Portal.
- "Top-up" means an instruction by the Client to move an amount from the Wallet to an Ad Account.
- "Service Fee" means the percentage fee that Adcure charges on each Top-up, as set out in the Subscription Policy.
- "Services" means everything Adcure provides under the Agreement: the Portal, access to Ad Accounts, execution of Top-ups, support and related services.
2. Applicability and business clients only
These Terms apply to every offer, quotation, Subscription, Top-up and other Agreement between Adcure and a Client, and to every use of the Portal. Deviations are valid only if agreed in writing.
Adcure provides its Services exclusively to parties acting in the course of a profession or business. By creating an account, placing an order or accepting these Terms, you declare that you are acting in the exercise of a profession or business, that the company name and Chamber of Commerce (or equivalent) registration number you provide are correct, and that the person accepting these Terms is authorised to bind the Client. Adcure does not offer its Services to consumers and may refuse or terminate any account that it reasonably believes to be a consumer account.
Because the Agreement is a business-to-business contract, consumer protection rules such as the statutory right of withdrawal and the Dutch rules on tacit renewal of consumer subscriptions do not apply. If, notwithstanding the above, a mandatory provision of law does apply to a Client, that provision prevails over the conflicting part of these Terms, and the rest of these Terms remain in force.
The Client's own purchasing conditions or other general terms are expressly rejected.
3. Formation of the Agreement and your account
The Agreement is formed when the Client completes the checkout and Adcure confirms the Subscription by email, or when Adcure otherwise starts performing the Services at the Client's request. Adcure may refuse an application without giving reasons, for example when a Client, its website, its products or its intended advertising do not meet the requirements of the Platforms or of Adcure's Supplier.
These Terms are made available electronically before the Agreement is concluded and can be downloaded and stored by the Client. Adcure will send a copy of, or a link to, the applicable Terms with the order confirmation.
The Client is responsible for keeping login credentials confidential and for every action performed under its account, including actions of its employees, contractors and agencies. The Client must inform Adcure immediately at service@adcure.agency if it suspects unauthorised access. Adcure may require two-factor authentication and may suspend an account that appears to be compromised.
The Client must keep its company details, contact person, email address and payment details accurate and up to date. Notices sent to the email address registered in the Portal are deemed received.
4. The Services: agency ad accounts
Adcure gives the Client access to Ad Accounts that are opened and held in the name of Adcure or the Supplier. Adcure remains the account holder in its relationship with the Platform and the Supplier. The Client obtains a non-exclusive, non-transferable right of use for the duration of the Agreement. The Client does not acquire ownership of, or any other right in, an Ad Account, business manager, pixel, audience or other Platform asset that belongs to Adcure or the Supplier, except for the content and data the Client itself uploads.
Adcure will use reasonable efforts to provide a requested Ad Account promptly after the request is complete and approved. Delivery times shown in the Portal or on the website are indications, not guaranteed deadlines. The Platforms and the Supplier decide whether an Ad Account is opened, approved, verified or restricted. Adcure cannot guarantee that a Platform will approve an account, a domain, a page or an advertisement.
If an Ad Account becomes unusable for reasons that are not attributable to the Client, Adcure will use reasonable efforts to provide a replacement Ad Account and to recover or transfer the remaining budget, as further described in the Refund Policy. If the restriction is attributable to the Client's advertisements, products, websites, behaviour or breach of Platform policies, Adcure may decline to provide a replacement or may make a replacement subject to additional conditions.
The Client may not sell, rent out, sublicense or otherwise make an Ad Account available to third parties, may not use Ad Accounts for more than one business or brand without Adcure's written approval, and may not attempt to change ownership, administrators or payment methods of an Ad Account.
5. Client obligations and advertising rules
The Client is solely responsible for the advertisements it creates or runs through an Ad Account, including the creative material, the landing pages, the products and services promoted, the targeting and the budgets. The Client must:
- comply with all applicable laws and regulations, including consumer, advertising, data protection, intellectual property and sanctions law of the countries in which advertisements are shown;
- comply with the advertising policies, terms of service and community standards of each Platform, as amended from time to time (for example the Meta Advertising Standards, the Google Ads policies and the TikTok advertising policies), and with any reasonable instructions from Adcure or the Supplier that are needed to keep the Ad Accounts in good standing;
- not advertise products or services that are prohibited by the Platform or by Adcure, including counterfeit goods, illegal products, deceptive or misleading offers, scams, malware or content that circumvents Platform review;
- hold all rights and permissions needed for the advertisements, including rights in images, video, music, trademarks and testimonials;
- not engage in cloaking, circumvention of Platform systems, use of inauthentic assets, or any other behaviour that a Platform treats as a policy violation;
- use the Ad Accounts only with the budget provided through the Wallet and Top-ups, and not attach its own payment methods;
- promptly answer questions from Adcure, the Supplier or a Platform about its business, its products or its advertisements, including verification and identity requests.
The Client acknowledges that the Platforms monitor advertiser behaviour at account level and may restrict, disable or terminate an Ad Account, a business manager or related assets at any time and without giving reasons, and that Adcure and the Supplier have no control over such decisions.
6. Subscriptions, fees and payment
The Subscription is a monthly plan that starts on the day of the first successful payment and renews automatically for successive periods of one month until it is cancelled in accordance with the Subscription Policy. Subscription fees are due in advance for each period and are collected through Stripe using the payment method the Client has provided. The Client authorises Adcure and Stripe to charge that payment method for all amounts due under the Agreement.
All prices are stated in euros and exclusive of VAT. Dutch VAT is added where applicable. For business clients established in another EU member state that provide a valid VAT identification number, the VAT is reverse-charged; for clients established outside the EU no Dutch VAT is charged. The Client is responsible for providing correct tax details and for any taxes due in its own country.
Adcure may change its prices. A price change takes effect no earlier than thirty (30) days after Adcure has notified the Client by email, and only from the next billing period. If the Client does not agree, it may cancel the Subscription before the change takes effect.
Invoices are made available electronically in the Portal or by email. Objections to an invoice must be raised in writing within fourteen (14) days of the invoice date; after that the invoice is deemed accepted, without prejudice to the Client's statutory rights.
7. Wallet, Top-ups and Service Fee
The Client funds advertising budget by transferring an amount to Adcure's bank account by bank transfer. Once received and matched, the amount is credited to the Wallet. The Wallet balance represents advertising budget that the Client has paid in advance and that Adcure will place on the Client's Ad Accounts, through the Supplier, on the Client's instruction.
The Wallet is not a bank account, payment account or electronic money. Adcure is not a bank, payment institution or electronic money institution and the balance is not covered by a deposit guarantee scheme. The balance is a contractual claim on Adcure for the placement of advertising budget or, where the Refund Policy so provides, for repayment. No interest is paid on the Wallet balance. The Wallet may be used only to fund the Client's own Ad Accounts and to pay amounts due to Adcure under the Agreement; it cannot be transferred to third parties or used for any other purpose.
A Top-up is executed after the Client confirms it in the Portal and the Wallet holds sufficient balance. Adcure charges the Service Fee on each Top-up at the percentage that applies to the Client's plan, plus VAT where applicable. The advertising budget itself is passed on to the Ad Account without VAT. Adcure is not responsible for delays in the crediting of a Top-up that are caused by the Supplier, the Platform or a bank, but will use reasonable efforts to resolve them.
Budget that has been placed on an Ad Account is held with the Platform under the Platform's terms. Once spent on advertising it is not refundable. Budget that remains on an Ad Account after termination, or after the account has been restricted, can be returned to the Client only to the extent that the Platform or the Supplier returns it to Adcure, as further described in the Refund Policy.
Adcure may set minimum and maximum amounts for deposits and Top-ups and may ask for information about the origin of funds where it is required to do so by law or by its bank. Adcure may decline or return a deposit that does not come from a bank account in the Client's name.
8. Refunds and remaining balance
Refunds of Subscription fees, Service Fees and Wallet balances are governed by the Refund Policy, which forms part of these Terms. In summary: Subscription fees for a billing period that has started are not refunded; where Adcure has been unable to deliver any working Ad Account, the fee for that period is refunded or the account is replaced; and an unspent Wallet balance is repaid on request after termination of the Agreement, within fourteen (14) business days of a complete request, after deduction of any costs charged by the Supplier, the Platform or a bank and of any amounts the Client owes to Adcure.
A Wallet balance does not expire automatically. If, after termination of the Agreement, a balance remains unclaimed for twelve (12) months, Adcure will send at least two written reminders to the Client's registered email address, the second of which will state a final deadline of at least thirty (30) days. If the Client has not requested repayment by that deadline, Adcure may close the Wallet and the remaining balance is forfeited to Adcure, unless a mandatory rule of law prevents this.
9. Late payment, set-off and collection
If a payment fails or an amount is not paid when due, the Client is in default without further notice being required. From the due date the Client owes the statutory commercial interest (article 6:119a of the Dutch Civil Code) on the outstanding amount. If Adcure has to take collection measures, the Client also owes the extrajudicial collection costs calculated in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten): 15% over the first € 2,500 of the principal, 10% over the next € 2,500, 5% over the next € 5,000, 1% over the next € 190,000 and 0.5% over the remainder, with a minimum of € 40 and a maximum of € 6,775, without prejudice to Adcure's right to claim the actual judicial costs.
Adcure may set off any amount the Client owes and that is due and payable against the Wallet balance or against any other amount Adcure owes to the Client. Adcure will inform the Client of a set-off in writing.
Initiating a chargeback or payment reversal for an amount that is lawfully due, or blocking a payment method in order to avoid payment, is a breach of the Agreement. Adcure may charge the Client the dispute fees and bank costs that Adcure incurs as a result of an unjustified chargeback.
10. Suspension and termination
Either party may end the Subscription with effect from the end of the current billing period, as described in the Subscription Policy. Adcure may additionally terminate the Agreement, or part of it, with thirty (30) days' notice if it discontinues a Service or can no longer obtain Ad Accounts for the Client's Platform, industry or country.
Adcure may suspend access to the Portal or to one or more Ad Accounts, stop executing Top-ups, or terminate the Agreement with immediate effect, in each case after notifying the Client, if:
- a Subscription fee or other amount remains unpaid after the payment method has been retried, or a chargeback is initiated;
- the Client breaches section 5 or a Platform policy, or a Platform, the Supplier or Adcure reasonably identifies the Client's activity as a risk to the Ad Accounts, other clients, the Supplier's business manager or Adcure's standing with a Platform;
- the Client provides false information, uses the Services for illegal purposes, or turns out to be a consumer;
- the Client is declared bankrupt, applies for suspension of payments or ceases its business;
- Adcure is required to do so by law, by a court, by its bank or by a Platform.
Suspension does not release the Client from its payment obligations for the period of suspension where the suspension is caused by the Client. Adcure will lift a suspension as soon as the reason for it has been removed.
On termination, for whatever reason, the Client's access to the Portal and to the Ad Accounts ends, running campaigns may be stopped, and any amounts owed to Adcure become immediately due. Sections 8, 9, 13, 14, 17, 18 and 22 remain in force after termination.
11. Platforms and Supplier
The Services depend on the Platforms and on the Supplier. Adcure does not control and is not responsible for: the availability, features, pricing, review outcomes, policy interpretations or enforcement decisions of a Platform; the approval, verification, restriction, disabling or termination of an Ad Account, business manager, page or domain by a Platform; delays or errors in the delivery of Ad Accounts or the crediting of budget by the Supplier; or changes in the Supplier's offering. Adcure will, however, use reasonable efforts to find a replacement, to escalate with the Supplier and to recover budget where possible.
The Platform's own terms apply to the Client's advertising in addition to these Terms. Where the Platform's terms require that an agency binds the advertiser it acts for, the Client agrees to be bound by those terms for its use of the Ad Accounts.
12. Availability, support and maintenance
Adcure aims to keep the Portal available continuously but does not guarantee uninterrupted or error-free availability. Adcure may perform maintenance and updates and will, where possible, announce planned maintenance that materially affects the Portal in advance.
Support is provided through the Portal and by email at service@adcure.agency. An AI support assistant is available around the clock; it can read the data of the Client's own account in order to answer questions but cannot change data, move money or execute Top-ups. Human support is available from 08:00 to 22:00 Amsterdam time (CET/CEST) on all days. Adcure does not guarantee a specific response or resolution time. Answers given by the AI assistant are informational; the Portal and the Client's invoices are decisive for balances and transactions.
13. Intellectual property and data
All intellectual property rights in the Portal, the website, documentation, software, methods, know-how and branding of Adcure remain with Adcure or its licensors. The Client receives a limited, non-exclusive, non-transferable licence to use the Portal for its internal business purposes during the Agreement. The Client may not copy, modify, reverse engineer, scrape or resell the Portal or use it to build a competing service.
The Client retains all rights in the advertisements, creative material and data that it uploads to an Ad Account or the Portal. The Client grants Adcure and the Supplier the right to use such material to the extent needed to provide the Services. Campaign statistics, pixel data and audiences are stored with the Platform under the Platform's terms; the Client should export what it needs before the Agreement ends, as Adcure cannot guarantee access afterwards.
Adcure may use aggregated and anonymised usage data to improve its Services and may name the Client as a client in its marketing only with the Client's prior written consent.
14. Confidentiality
Each party will keep confidential the non-public information it receives from the other party in connection with the Agreement, including prices, account structures, campaign data and business information, and will use it only for the performance of the Agreement. This obligation does not apply to information that is public, that was already lawfully known to the receiving party, or that must be disclosed by law or court order. The obligation continues for three (3) years after the end of the Agreement.
15. Personal data
Adcure processes personal data of the Client's contact persons and users as described in the Privacy Policy. The Client is responsible for informing its employees and contractors who use the Portal about that processing. Where the Client, through its advertising, processes personal data of end users on a Platform, the Client is the controller of that processing and is responsible for its lawfulness, including any consent required for tracking pixels on its websites.
16. No guarantee of results
Adcure provides access to advertising infrastructure. Adcure does not guarantee any advertising result, reach, cost per result, return on ad spend, revenue or profit, nor the approval of any advertisement, domain or account by a Platform, nor that an Ad Account will remain free of restrictions. Advice, benchmarks or suggestions provided by Adcure, its staff or the AI assistant are given to the best of its knowledge without any warranty, and decisions based on them are the Client's own.
17. Limitation of liability
Adcure's total liability towards the Client for damage arising from or in connection with the Agreement, whether in contract, tort or otherwise, is limited per event (a series of related events counting as one event) and per contract year to the total Subscription fees (excluding VAT) that the Client has paid to Adcure in the three (3) months immediately preceding the event that caused the damage.
Adcure is not liable for indirect or consequential damage, including lost revenue, lost profit, lost savings, loss of goodwill, business interruption, loss or corruption of data, and claims of the Client's customers or other third parties.
Without limiting the above, Adcure is not liable for damage caused by: the restriction, disabling or termination of an Ad Account, business manager, page, domain or other asset by a Platform; decisions, errors or delays of the Supplier or a Platform; advertising budget spent in accordance with the Client's instructions; advertising budget held by a Platform that the Platform does not return; unavailability of the Portal, a Platform or a bank; the Client's own advertisements, products, websites, breaches of Platform policies or breaches of the Agreement; or use of the Client's credentials by third parties.
These limitations do not apply to the extent that the damage is the result of intent or deliberate recklessness on the part of Adcure or its management, or where liability cannot be limited under mandatory law. Any claim against Adcure lapses if the Client has not notified Adcure in writing within twelve (12) months after it became aware, or should reasonably have become aware, of the damage. The Client must give Adcure a reasonable opportunity to remedy a shortcoming before claiming damages.
18. Indemnification
The Client indemnifies Adcure, its owner, staff and the Supplier against all claims, fines, penalties, damages and reasonable costs (including legal fees) brought by third parties, including Platforms, regulators, consumers and rightholders, that arise from the Client's advertisements, products, services, websites, data processing, breach of Platform policies, breach of law or breach of the Agreement. Adcure will inform the Client of such a claim without undue delay and will not settle it without consulting the Client.
19. Force majeure
Neither party is obliged to perform an obligation, other than a payment obligation, if it is prevented from doing so by circumstances beyond its reasonable control. For Adcure these circumstances include outages, policy changes, enforcement actions or account restrictions of a Platform; failures or refusals of the Supplier; failures of banks, payment providers, hosting providers or telecommunication networks; cyberattacks; government measures; sanctions; and illness of key staff. If a force majeure situation lasts longer than sixty (60) days, either party may terminate the affected part of the Agreement in writing without being liable for damages. Subscription fees for a period in which Adcure could not provide the Services at all because of force majeure will be refunded or credited pro rata.
20. Changes to these Terms
Adcure may amend these Terms and the policies that form part of them. Adcure will notify the Client of a material change by email or through the Portal at least thirty (30) days before the change takes effect. If the Client does not agree with a material change that is to its detriment, it may cancel the Subscription with effect from the date the change takes effect; continued use after that date constitutes acceptance. Changes that are required by law, or that are purely editorial, may take effect immediately. The version in force at the time of a Top-up or billing period applies to that Top-up or period.
21. General provisions
- Adcure may engage third parties (including the Supplier and the processors listed in the Privacy Policy) in the performance of the Agreement.
- The Client may not assign the Agreement or its Ad Accounts to a third party without Adcure's written consent. Adcure may assign the Agreement to a legal successor or to an entity that continues its business, and will inform the Client accordingly.
- If a provision of these Terms is invalid or unenforceable, the remaining provisions remain in force and the invalid provision is replaced by a valid provision that comes closest to its purpose.
- Failure by Adcure to enforce a provision is not a waiver of its rights.
- Communication between the parties takes place electronically. Adcure's records of orders, Top-ups, balances and communications serve as full evidence, subject to proof to the contrary.
- These Terms are made available in English and in Dutch. In case of any difference in interpretation, the English version prevails.
22. Governing law and jurisdiction
The Agreement and these Terms are governed exclusively by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising from or in connection with the Agreement will be submitted exclusively to the competent court of the District Court of The Hague (Rechtbank Den Haag), the Netherlands, being the district in which Adcure is established, unless mandatory law provides otherwise. Adcure remains entitled to bring a claim before the competent court of the place where the Client is established. Before starting proceedings, the parties will try in good faith to resolve the dispute through consultation.
23. Contact
Adcure Agency, Beneluxlaan 59, 2871 HE Schoonhoven, the Netherlands. KvK 89821211, VAT NL003924266B58. General enquiries: hello@adcure.agency. Support and notices under these Terms: service@adcure.agency.