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The Agency and the Client are collectively referred to as the “Parties” (each a “Party”). This Agreement sets out the terms under which the Agency will provide digital advertising and marketing services to the Client.
1.1. Services Provided: The Agency shall provide the Client with digital advertising and online marketing services (the “Services”) as agreed by the Parties. These Services may include, but are not limited to, online advertising campaigns, banner ad design, pay-per-click (PPC) campaign management, and other related services as described in Schedule A (Scope of Work) attached to this Agreement. The exact scope, deliverables, and timeline for the Services shall be detailed in Schedule A or relevant project statements, which form an integral part of this Agreement.
1.2. Standard of Care: The Agency shall perform the Services with reasonable care, skill, and diligence, in accordance with applicable professional standards and all applicable laws and regulations. In particular, the Agency shall ensure that all advertising materials and campaigns comply with Irish advertising standards and any relevant EU regulations. The Agency will use personnel with appropriate qualifications and expertise to carry out the Services.
1.3. Client Approval Where appropriate, the Agency will seek the Client’s prior approval for any material marketing content, advertisements, or campaigns created under this Agreement. The Client agrees to provide timely feedback and approvals as reasonably required for the Agency to meet project deadlines. The Agency will not launch or publish final advertising content without the Client’s approval, except as otherwise authorized in writing.
1.4. Changes to Scope: TIf the Client requests changes or additional services beyond the agreed Scope of Services, any such change shall be subject to mutual agreement in writing (via change order or amendment). The Agency will inform the Client of any resulting change in fees, deliverables, or timeline, and will not be obliged to perform the out-of-scope work until both Parties agree on the new terms in writing.
1.5. No Guaranteed Results: The Client acknowledges that digital advertising outcomes (such as specific traffic, conversion rates, or ROI) cannot be guaranteed. The Agency commits to using its reasonable best efforts and industry best practices to achieve the Client’s objectives but makes no warranty that any particular result or improvement will be achieved, as many factors are beyond the Agency’s control (e.g. market conditions, platform algorithm changes, audience behavior).
2.1. Commencement: This Agreement shall commence on the Effective Date stated above and, unless earlier terminated in accordance with this Agreement, shall continue for an initial period of [Term length] (the “Initial Term”). If a specific project end-date or campaign duration is defined in Schedule A, the Agreement will continue until completion of the Services for that project, subject to earlier termination rights.
2.2. Renewal: After the Initial Term (if any) expires, the Agreement may be extended or renewed by written agreement of the Parties. If the Parties continue to work together on Services beyond the Initial Term without a formal renewal, the terms of this Agreement shall continue to govern on a rolling basis, subject to termination by either Party upon [Notice Period] written notice.
2.3. Project Completion: If the Agreement is for a one-time project with defined deliverables and no fixed end date, it will terminate automatically upon the Agency’s delivery of all Services and deliverables and the Client’s payment of all amounts due, unless earlier terminated for cause or by mutual written agreement.
3.1. Fees: In consideration for the Services, the Client shall pay the Agency the fees as set out in Schedule B (Fees and Payment Schedule) or relevant project proposal. Fees may be structured as a fixed price, monthly retainer, hourly rates, or a combination, as specified in Schedule B. Unless otherwise stated, all fee amounts are in EUR (€) and exclusive of VAT or similar taxes. Any applicable VAT or taxes will be added to each invoice in accordance with Irish law.
3.2. Payments: The Client agrees that all costs mentioned and agreed upon in Schedule B shall be paid in advance, prior to the commencement of any services or activities described therein.
3.3. Invoicing: The Agency will invoice the Client in accordance with the payment schedule. The Client shall pay each invoice within 5 (five) days of the invoice date. Payments shall be made by bank transfer or other agreed method to the account specified by the Agency. Timely payment is of the essence; adherence to the staged payments allows the Agency to continue work as scheduled.
3.4. Late Payment: If the Client fails to pay any amount by its due date, the Agency reserves the right to suspend provision of the Services after giving written notice to the Client of the late payment and at least 7 (seven) days to cure. Suspension of Services for non-payment shall not be considered a breach of this Agreement by the Agency, and the Client shall still be obligated to pay for Services already rendered.
3.5. Expenses: Unless otherwise agreed, the fees outlined include the Agency’s own costs and overhead. Third-party costs (such as purchase of advertising space, pay-per-click ad spend, stock images, or software licenses) if incurred by the Agency on behalf of the Client, will either be billed at cost to the Client with prior approval or paid directly by the Client. Any pre-approved expenses to be reimbursed by the Client (e.g. travel, production costs) shall be specified in Schedule B or approved in writing by the Client before they are incurred. The Agency shall provide receipts or documentation for reimbursable expenses upon request.
3.6. Taxes: Each Party is responsible for its own taxes based on income or profits. The Client shall be responsible for and withhold any required taxes or duties from payments to the Agency as required by applicable law (for example, withholding tax). If any withholding or deduction is required by law, the Client will pay the Agency such additional amounts as necessary to ensure the Agency receives the full net amount it would have received had no withholding been required (excluding income taxes on the Agency’s own income). The Parties agree to cooperate in good faith to reduce or eliminate any withholding taxes or to provide relevant tax certificates or documentation as needed. All payments shall be made free and clear of any set-off or counterclaim, except for amounts disputed in good faith as per clause 3.7.
3.7. Disputed Charges: If the Client in good faith disputes any portion of an invoice, it shall notify the Agency in writing within 14 days of the invoice date, specifying the nature of the dispute and the amount being withheld. The Client will pay the undisputed portions of the invoice by the due date. The Parties shall promptly negotiate in good faith to resolve any billing disputes. Once resolved, any amount agreed as payable shall be paid immediately, with any applicable late interest from the original due date (if the dispute is resolved in the Agency’s favor). Failure to dispute an invoice within the 14-day period will be deemed acceptance of the invoice as valid.
4.1. Timely Information and Access: The Client shall provide the Agency with all information, materials, and access to systems or accounts that are reasonably required by the Agency to perform the Services. This includes (where applicable) access to the Client’s website, social media accounts, ad platform accounts, branding guidelines, logos, content, and any other resources outlined in Schedule A. The Client will ensure that such information and materials are accurate, complete, and provided in a timely manner in accordance with any project timeline.
4.2. Primary Contact: The Client shall designate a primary contact person (or team) to liaise with the Agency, to provide approvals, feedback, and decisions as needed. The Client’s designated representative will have the authority to make decisions on behalf of the Client for the purposes of the project. The Client shall notify the Agency promptly if the contact person changes.
4.3. Approvals and Feedback: The Client is responsible for reviewing interim deliverables, drafts, or campaign materials submitted by the Agency and shall provide feedback or approval within a reasonable time frame (or within any timeline agreed in the project plan). The Agency shall not be held accountable for any delays, cost overruns, or failures in performance that arise, whether directly or indirectly, from the Client’s delays or failures to provide timely feedback, approvals, access, or deliverables.
4.4. Client Materials Warranty: The Client represents and warrants that any content, materials, or data it supplies to the Agency (such as logos, images, text, trademarks, or mailing lists) are owned by the Client or licensed to the Client with full authority to use, and that such materials do not infringe any third-party intellectual property rights or violate any laws or regulations. The Client shall indemnify and hold the Agency harmless from any third-party claims, losses, or damages arising from the Agency’s use of materials supplied by the Client in the performance of the Services, provided such use is in accordance with the Client’s instructions or this Agreement.
4.5. Compliance and Lawful Basis: The Client is responsible for ensuring that its instructions and requirements for the Services (including the target audience, marketing lists, and content of advertisements) are lawful and in compliance with all applicable laws and regulations. In particular, if the Services involve direct marketing (e.g. email campaigns or SMS), the Client confirms that it has obtained any necessary consents from recipients as required under applicable e-privacy and data protection laws. The Client shall not require the Agency to disseminate any content or run any campaign that violates applicable law or regulations (such as misleading advertising, unsolicited communications without consent, or content that is defamatory or obscene). The Agency reserves the right to refuse any specific activity or content that it reasonably believes would violate law or industry codes of practice, after informing the Client of its concerns.
4.6. Cooperation: The Parties acknowledge that successful completion of the Services is a collaborative process. The Client agrees to cooperate in good faith with the Agency and to not unreasonably withhold or delay any acceptance, sign-off, consent, or information that is required for the Agency to perform its obligations. The Agency will not be liable for any failure to meet performance targets or deadlines to the extent such failure is caused by the Client’s failure to fulfill its responsibilities under this Agreement.
The Agency is authorized to collect and analyze anonymous information about visitors to the Client’s website (“Website Visitors”), including data collected via cookies and tracking of browsing behavior, in strict compliance with EU data protection laws (including the GDPR). Such data collection and use shall be governed by the following terms and conditions:
Authorization and Purpose. The Client grants the Agency the right to implement data collection tools (such as cookies, tracking pixels, and similar technologies) on the Client’s website for the purpose of gathering information on Website Visitors’ interactions and browsing activities. The Agency may process this data to analyze user behavior and to optimize and improve the Client’s advertising campaigns and website performance. All such activities shall be carried out in accordance with applicable EU laws and regulations, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any relevant e-Privacy or cookie laws.
Compliance and Consent. The Agency shall ensure that all data collection and processing under this Agreement is done lawfully and transparently. The Client is responsible for obtaining any necessary consents from Website Visitors for the use of cookies or other tracking technologies (for example, by implementing a GDPR-compliant cookie consent banner and providing an appropriate privacy notice). The Agency will provide the Client with reasonable cooperation and information to facilitate compliance with these requirements (such as details of the cookies or data collected by the Agency’s tools). Both Parties shall comply with all applicable data protection obligations, including maintaining records or agreements as required and, if necessary, entering into a data processing addendum reflecting the Agency’s role as a processor on behalf of the Client for any personal data collected before anonymization.
Anonymization of Data. The Parties agree that any data collected about Website Visitors by the Agency will be limited to information that does not identify individuals by name and will be anonymized as soon as practicable. The Agency shall not collect any directly identifiable personal data of Website Visitors (such as names, email addresses, or phone numbers) under this Agreement. Any potentially identifying information that is collected incidentally (for example, IP addresses, unique cookie IDs or device identifiers) shall be promptly and irreversibly transformed through anonymization or pseudonymization such that no individual can be identified from the data. The Agency will implement appropriate technical and organizational measures to ensure that all such data is maintained in a de-identified form that cannot reasonably be used to identify any natural person or to pinpoint any specific Website Visitor’s identity. Data that has been rendered anonymous in this manner, and cannot be linked to an identifiable individual or to the Client, is referred to in this Agreement as “Anonymous Data.”
Use of Data for Client’s Benefit. The Agency may use the Anonymous Data collected from the Client’s website solely for the benefit of the Client in connection with the services provided under this Agreement. Such use includes, but is not limited to, analyzing Website Visitor behavior and traffic patterns on the Client’s site, measuring and reporting on the performance of the Client’s advertising and marketing campaigns, and developing insights or recommendations to improve the effectiveness of the Client’s current or future campaigns. The Agency shall provide the Client with reports, analyses, or dashboards as agreed, which summarize the findings from the data (in aggregate form) and support the optimization of the Client’s advertising strategies. All data and results provided to the Client will be in anonymous or aggregated form, and will not include any personal data of Website Visitors.
Use of Data for Agency’s Purposes. The Client acknowledges and agrees that the Agency may also use Anonymous Data for the Agency’s legitimate business purposes, provided that such use never reveals the identity of the Client, any Website Visitor, or any personal data. This means the Agency may combine or compare Anonymous Data derived from the Client’s website with anonymized data from the Agency’s other clients or sources in order to improve and enhance the Agency’s services and products, develop new analytics or advertising tools, and to derive industry insights or benchmarks. For example, the Agency might analyze trends across multiple campaigns to provide benchmarking information (e.g. comparing an individual client’s campaign performance against aggregated industry data). Any such use of data by the Agency will remain in aggregated, anonymized form, and under no circumstances will the Agency use the data in a way that allows the Client to be identified by other Agency clients or third parties. Nothing in this Agreement shall be construed to limit the Agency’s right to use Anonymous Data for its business operations, analytics, and other clients’ benefit, so long as the data remains anonymous as defined above.
Sharing and Disclosure. The Agency shall not disclose, share, or provide access to the data collected from the Client’s website to any third party except in the following cases:
Except for the above scenarios, the Agency shall not share the Client’s website data (whether personal or anonymized) with any other client or third party. In all cases, the Agency shall ensure that any disclosure is limited to the minimum amount of information necessary and continues to preserve the anonymity of individuals and the confidentiality of the Client’s business information.
Data Security and Confidentiality. The Agency should treat all data collected from the Client’s website, including Anonymous Data, as confidential information and will protect it using appropriate technical and organizational security measures. Even if individual identities are removed, the Agency recognizes that the data may still be sensitive from a business perspective and commits to safeguarding it against unauthorized access, use, or disclosure. The Agency shall ensure that only personnel who need access to the data for the performance of this Agreement have such access, and that all such personnel are bound by confidentiality obligations. If the Agency becomes aware of any security breach or incident that results in the accidental or unlawful access to, destruction, loss, alteration, or unauthorized disclosure of any data collected under this clause (including any personal data prior to anonymization), the Agency will promptly notify the Client without undue delay and take all necessary steps to mitigate the issue and prevent further unauthorized access. The Client, in turn, shall keep confidential any non-public techniques, analytics, or methodologies used by the Agency in analyzing the data (as these may constitute the Agency’s trade secrets or proprietary information), except as needed to share internally or with advisors for the Client’s own business purposes consistent with this Agreement.
Retention and Deletion. The Agency may retain and continue to use the Anonymous Data after the termination or expiration of this Agreement, for the purposes set out above, since such data does not identify the Client or any individual and is used for lawful analytical and business purposes. However, to the extent the Agency holds any raw data that does contain personal data of Website Visitors (for example, in logs or backups) before anonymization, the Agency shall not retain such personal data for longer than necessary to fulfill the purposes of this Agreement. Unless otherwise agreed in writing or required by law, once those purposes are achieved (or upon the termination of the Agreement, if sooner), the Agency will either return or securely delete any such personal data that remains identifiable. At the Client’s request, the Agency shall certify in writing that it has completed the deletion of any personal data as required by this clause. The Agency’s rights to retain and use Anonymous Data (which contains no personal identifiers) shall survive the termination of the Agreement. Both Parties shall continue to be bound by the obligations of confidentiality and data protection compliance in this clause for as long as the Agency retains any data from the Client’s website
6.1. Definition of Confidential Information: For the purposes of this Agreement, “Confidential Information” means any non-public or proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether disclosed in writing, verbally, electronically, or by other means, that is either identified as confidential at the time of disclosure or should reasonably be understood by the Receiving Party to be confidential due to its nature or the circumstances of disclosure. Confidential Information of the Client includes, but is not limited to, marketing strategies, campaign data, customer lists, budgets, and business plans. Confidential Information of the Agency includes, but is not limited to, pricing structures, methodologies, proposals, and any Agency technology or software used in performing the Services. The terms and conditions of this Agreement, and communications between the Parties regarding performance under this Agreement, are also Confidential Information of both Parties.
6.2. Obligations of Confidentiality: The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose it to any third party except as permitted by this Agreement. The Receiving Party agrees to use the Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and for no other purpose. The Receiving Party shall restrict access to Confidential Information to its employees, officers, agents, or subcontractors on a need-to-know basis, provided that such persons are bound by confidentiality obligations at least as protective as those in this Agreement. Each Party shall be responsible for any breach of confidentiality by its personnel or agents.
6.3. Exclusions: The confidentiality obligations in this section do not apply to information that the Receiving Party can prove: (a) was already lawfully known or in the possession of the Receiving Party without an obligation of confidentiality before receiving it from the Disclosing Party; (b) is or becomes publicly known through no wrongful act or omission of the Receiving Party (and without breach of this Agreement); (c) is lawfully received from a third party who had the right to disclose it without restriction; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
6.4. Compelled Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, it shall (to the extent legally permitted) promptly notify the Disclosing Party in writing so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information which it is legally required to disclose and shall use reasonable efforts to ensure that any information so disclosed will be accorded confidential treatment by the receiving authority.
6.5. Return or Destruction: Upon termination of this Agreement (or earlier upon request of the Disclosing Party), the Receiving Party shall promptly return or destroy (at the Disclosing Party’s choice) all materials containing Confidential Information of the Disclosing Party that are in the Receiving Party’s possession or control, and permanently erase all electronic files containing such Confidential Information (except for copies stored in routine back-up archives, which the Receiving Party shall continue to protect under the terms of this Agreement). Notwithstanding the foregoing, the Receiving Party may retain one archival copy of the Confidential Information if required for legal or compliance purposes, subject to ongoing confidentiality obligations.
6.6. Survival: The provisions of this Confidentiality clause shall survive termination or expiration of this Agreement. Each Party’s obligations with respect to Confidential Information shall continue for a period of at least five (5) years after the end of this Agreement, or indefinitely in the case of trade secrets or personal data, until such information falls into one of the exceptions in clause 6.3.
6.7. Remedies: The Parties acknowledge that unauthorized disclosure of Confidential Information may cause substantial harm for which damage alone may be an insufficient remedy. In the event of any actual or threatened breach of this clause, the Disclosing Party shall be entitled to seek immediate injunctive relief or other equitable remedies, in addition to any other rights and remedies available at law or in equity.
7.1. Client Materials: All materials, content, and information that the Client provides to the Agency for use in the Services (including logos, graphics, text, trademarks, product information, etc.) remain the exclusive property of the Client (or its licensors). The Client grants the Agency a limited, non-exclusive, royalty-free license to use, reproduce, modify, and distribute such Client materials solely for the purpose of performing the Services and fulfilling the Agency’s obligations under this Agreement. This license shall expire upon completion of the Services or termination of the Agreement, except for any reasonable archival copies or backup as required by law or standard IT practices.
7.2. Agency Materials and Pre-Existing IP: The Client acknowledges that the Agency may use its own proprietary materials, tools, software, methodologies, templates, know-how, and intellectual property that have been developed or obtained by the Agency prior to or outside the scope of this Agreement (”Pre-Existing IP”). All rights, titles, and interest in such Pre-Existing IP remain with the Agency (or its third-party licensors). To the extent any Pre-Existing IP is incorporated into the deliverables or used in performing the Services, the Agency grants the Client a non-exclusive, worldwide, perpetual license to use the Pre-Existing IP as part of the deliverables or Services delivered for the Client’s internal business purposes. This license is included in the fees and allows the Client to fully make use of the product delivered, but it does not grant the Client the right to separately exploit or commercialize the Agency’s Pre-Existing IP outside of the delivered work.
7.3. Ownership of Deliverables: Subject to full payment of all amounts due under this Agreement, any custom works or deliverables specifically created by the Agency for the Client under this Agreement (such as original ad designs, copywriting, graphics, reports, or other creative works detailed in the scope) shall be the property of the Client. The Agency hereby assigns to the Client all intellectual property rights in such custom deliverables upon receipt of final payment. Where such an assignment is not possible or effective under applicable law, the Agency will ensure an exclusive, irrevocable license is granted to the Client to use, reproduce, modify, and distribute those deliverables for all purposes connected with the Client’s business.
7.4. Third-Party Materials: If the Agency incorporates any third-party intellectual property (e.g. stock photos, licensed software, open-source components) into the deliverables, the Agency shall ensure it has obtained all necessary licenses or permissions for the intended use. The Agency will inform the Client of any third-party licenses or usage restrictions that the Client should be aware of (for instance, if ongoing third-party licensing fees or attribution is required). Unless otherwise agreed, any costs for licensing third-party materials necessary for the project and approved by the Client will be treated as reimbursable expenses under clause 3.5.
7.5. Moral Rights: Where applicable, the Agency waives (or will procure the waiver of) any moral rights in the deliverables or advertising materials produced under this Agreement, to the extent permitted by law, so that the Client may fully utilize the deliverables. However, the Agency retains the right to be credited for its work in a reasonable manner (e.g. portfolio usage or discreet credits), provided such credit is not publicly visible in advertising materials unless agreed by the Client.
7.6. Agency Portfolio Rights: Notwithstanding the Client’s ownership of deliverables, the Agency shall be permitted to use the finished deliverables and non-confidential results of the Services in the Agency’s portfolio, website, or case studies for the purpose of showcasing the Agency’s work, unless the Client has expressly forbidden such use in writing. Any such portfolio usage will not include the Client’s Confidential Information (per Clause 6) or any sensitive campaign data, and the Agency shall, upon the Client’s request, delay such portfolio publication until after a reasonable period of confidentiality (for example, until a campaign is publicly launched).
7.7. Indemnity for IP Infringement: The Agency shall defend and indemnify the Client against any third-party claims that the custom deliverables created by the Agency (and delivered to Client) infringe that third party’s intellectual property rights, provided that the alleged infringement was not caused by Client Materials or any instructions/specifications supplied by the Client. This indemnity is conditional on the Client: (a) promptly notifying the Agency of any infringement claim, (b) allowing the Agency to have control of the defense and settlement of the claim (with reasonable consultation with the Client), and (c) cooperating with the Agency, at the Agency’s expense, in the defense. In the event any deliverable is found or likely to be infringing, the Agency may, at its option, either obtain the right for the Client to continue using it, or modify/replace it so it becomes non-infringing, or if those remedies are not feasible, take back the infringing materials and refund to the Client the fees paid for those specific deliverables. This clause states the Agency’s entire liability for intellectual property infringement regarding the deliverables.
8.1. Independent Contractor: The Parties agree that the Agency is engaged as an independent contractor to the Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, fiduciary relationship, or employment relationship between the Agency and the Client. The Agency’s personnel involved in providing the Services are not employees of the Client, and the Agency shall be solely responsible for compensating its employees, subcontractors, and agents, as well as for paying any employment taxes, contributions or insurance for its staff as required by law.
8.2. No Authority to Bind: Neither Party has the authority to bind or obligate the other Party in any manner except as expressly provided in this Agreement. The Agency shall not represent to any third party that it has any authority to act on behalf of the Client other than as necessary to perform the Services (for example, liaising with advertising platforms or media outlets for placements as the Client’s agent for that limited purpose). Any contracts with media vendors or third parties in the course of providing Services should, whenever feasible, be made in the Client’s name or be assignable to the Client upon request. If a third-party contract must be in the Agency’s name, the Agency will inform the Client and, if the costs are to be borne by the Client, will obtain Client’s approval for such arrangement.
8.3. Non-Exclusive Relationship: The Agency remains free to provide services for other clients, provided that doing so does not compromise its ability to fulfill its obligations to the Client under this Agreement and it does not disclose or misuse the Client’s Confidential Information. Any agreed exclusivity (including scope and duration) should be specified in Schedule A or an addendum to this Agreement.
8.4. Non-Circumvention Clause: The Client acknowledges and agrees that, throughout this Agreement and for twelve (12) months thereafter, it shall not directly or indirectly seek to contact, solicit, or engage with any Publisher that has been introduced or is otherwise associated with the Agency about the Services to obtain more favorable commercial terms or deals that would circumvent or bypass the Agency. Any direct negotiations or agreements between the Client and such Publishers shall require the prior written consent of the Agency.
In the event of the Client's breach of this provision, the Agency shall be entitled to claim damages in the fixed amount of 5,000 EUR (five thousand euros). Furthermore, the Agency retains the right to terminate this Agreement immediately by providing written notice to the Advertiser, with no obligation to refund any fees paid by the Advertiser before termination.
8.5. Non-Solicitation: During the term of this Agreement and for a period of 12 (twelve) months thereafter, neither Party will directly solicit for employment any personnel of the other Party with whom they had direct contact in connection with the Services, without the other Party’s prior written consent. This provision does not restrict general job advertisements or a Party hiring an individual who independently responds to an open job posting.
8.6. Subcontractors: The Agency may engage third-party contractors or sub-agencies (”Subcontractors”) to perform parts of the Services, provided that the Agency remains fully responsible for the work performed by any Subcontractor to the same extent as if the Agency performed the work itself. The Agency ensure that any Subcontractor is bound by confidentiality (per Clause 6) and data protection obligations (per Clause 5) equivalent to those the Agency has under this Agreement. The Agency will inform the Client of any key Subcontractors it intends to use for core parts of the Services. If the Client has a reasonable objection to a specific Subcontractor (for valid business or compliance reasons), the Parties will discuss an alternative solution in good faith.
9.1. Indirect Damages: To the fullest extent permitted by law, neither Party shall be liable to the other under this Agreement for any indirect, special, or consequential losses or damages. This exclusion includes, but is not limited to, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunities, loss of goodwill, or damage to reputation, arising out of or in connection with this Agreement or the Services, even if such losses were foreseeable or the liable Party had been advised of the possibility of such damages. The Parties agree that these types of losses are not within their contemplation as recoverable damages under this Agreement, as they are difficult to predict and can be disproportionate to the contract fees.
9.2. Liability Cap: Each Party’s total aggregate liability to the other for any and all claims arising out of or related to this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed the total amount of fees paid or payable by the Client to the Agency under this Agreement in the 12 months preceding the event giving rise to the claim (or, if the duration of the Agreement has been shorter than 12 months, the total fees paid/to be paid for the Services). This liability cap reflects the allocation of risk between the Parties and the consideration paid for the Services. The Parties may agree to adjust this cap in Schedule B if a different cap is appropriate to the level of risk or insurance coverage for a particular project or term.
9.3. Exceptions to Limitation: Nothing in this Agreement shall operate to exclude or limit either Party’s liability for: (a) death or personal injury caused by its negligence (or the negligence of its employees or agents); (b) fraud or fraudulent misrepresentation; (c) willful misconduct or gross negligence; (d) any breach of Confidentiality (Clause 6) or Data Protection (Clause 5) obligations (for which each Party shall remain fully liable subject to the cap in clause 9.2, unless otherwise agreed); (e) infringement of third-party intellectual property rights or the indemnity obligations expressly stated in Clause 7.7; or (f) any other liability which cannot be limited or excluded by law. For clarity, the Parties acknowledge that Irish contract law does not allow the limitation of liability for certain fundamental matters such as death/personal injury caused by negligence or fraud, and those carve-outs are incorporated into this Agreement.
9.4. Additional Exclusions: The Agency specifically disclaims any liability for any consequences arising from: (i) inaccuracies or omissions in materials provided by the Client (the Agency is entitled to rely on the accuracy and legality of Client-supplied information and materials); (ii) changes made by the Client or third parties to any deliverables or campaign settings without the Agency’s involvement or approval; (iii) any third-party actions or failures that impact the Services (e.g. changes in search engine algorithms, downtime or policy changes by advertising platforms, actions of internet service providers, etc.); or (iv) the Client’s failure to follow the Agency’s recommendations or to permit the Agency to implement recommended measures. The Client acknowledges that the success of marketing campaigns can depend on factors beyond the Agency’s control and thus agrees that the Agency will not be liable for outcomes that are influenced by such external factors.
9.5. Insurance: The Agency agrees to maintain at its own expense appropriate insurance policies (such as professional indemnity (errors & omissions) insurance and general liability insurance) in amounts reasonably sufficient to cover the risks associated with its Services and obligations under this Agreement. Upon request, the Agency will provide the Client with certificates of insurance or other evidence of such coverage. The existence of insurance does not limit the Agency’s liability as stated elsewhere in this Agreement but is intended to provide an additional financial resource should liability arise.
10.1. Termination for Convenience (Cancellation): After the Initial Term (if any) or at any time in the case of a project with no fixed term, either Party may terminate this Agreement without cause by giving the other Party at least 90 days’ prior written notice (or such other notice period as specified in Schedule A/B for particular services or after a minimum commitment). This type of no-fault termination is cancellation for convenience. During the notice period, the Parties shall continue to fulfil their obligations (the Agency will continue providing Services, and the Client will continue to pay for Services) until the effective date of termination.
10.2. Termination for Cause: Either Party may terminate this Agreement (including any or all Schedules or particular project SOWs) immediately by written notice to the other Party if the other Party commits a material breach of any term of this Agreement and, if the breach is capable of remedy, fails to remedy that breach within 14 days after receiving written notice requiring it to do so. A material breach by the Client includes, but is not limited to, failure to pay undisputed fees when due, or violation of the Agency’s intellectual property or confidentiality rights. A material breach by the Agency includes, but is not limited to, a failure to provide the Services in accordance with the agreed specifications or a serious violation of data protection or confidentiality obligations. If the breach is not capable of remedy (for example, a breach of confidentiality causing irreparable harm), the non-breaching Party may terminate immediately upon notice.
10.3. Insolvency or Bankruptcy: Either Party may terminate this Agreement with immediate effect by written notice if the other Party (a) becomes insolvent, bankrupt, or is the subject of winding-up proceedings, (b) has an administrator, examiner, receiver or administrative receiver appointed over it or its assets, (c) enters into any composition or arrangement with creditors, or (d) is unable to pay its debts as they fall due, or any similar event under the laws of the jurisdiction of that Party. In such event, the terminating Party may also suspend any further performance immediately.
10.4. Effect of Termination: Upon termination or expiration of this Agreement for any reason:
(a) Cease Services: The Agency shall stop performing the Services by the termination date (except any tasks necessary for orderly termination or handover, or as mutually agreed).
(b) Final Invoices: The Agency shall issue a final invoice for any Services performed and authorized expenses incurred up to the effective date of termination that have not yet been invoiced. The Client shall pay all undisputed fees for work completed up to the termination date (and any approved non-cancellable expenses or commitments incurred by the Agency for the project). In case of termination by the Client for convenience (without cause), the Client shall also pay any reasonable compensation for agreed milestones or deliverables that were in progress but not completed, proportionate to the amount of work performed as of termination. If the Client has paid in advance for Services not yet rendered as of termination, the Agency will refund any fees for which no Services were provided.
(c) Return of Property: Each Party will promptly return or destroy the other Party’s Confidential Information and any property or materials of the other Party in its possession as per clause 6.5 (except as necessary to keep archival records). The Agency shall deliver to the Client any completed or partially completed deliverables or work product for which the Client has paid (including all materials and assets belonging to the Client). If the termination is due to the Client’s failure to pay, the Agency may withhold deliverables not yet paid for until such payment is made.
(d) Revocation of Access: The Client shall revoke any access credentials provided to the Agency for its systems, accounts, or data upon termination of this Agreement. The Agency agrees to assist in transitioning any accounts or logins back to the Client or a replacement service provider to the extent reasonable and mutually agreed upon. The Agency may charge an additional fee for substantial transition assistance if such assistance is not included in the original scope of work.
The Agency shall not be held responsible for any unauthorized access or misuse of the Client’s systems, accounts, or data occurring after the termination date of this Agreement if the Client fails to properly revoke or remove all access credentials provided to the Agency.
(e) Ongoing Clauses: Any provisions of this Agreement which by their nature or express terms should survive termination (including but not limited to payment obligations, confidentiality, data protection, intellectual property ownership/licensing, limitation of liability, indemnities, governing law, and dispute resolution) shall survive and continue in effect.
10.5. Consequences of Termination for Breach: If this Agreement is terminated by the Client for the Agency’s material breach under clause 10.2 (cause), the Client shall pay only for the portion of Services that were satisfactorily performed up to the termination date and shall be entitled to a pro-rata refund of any fees paid in advance for Services not rendered. Additionally, the Agency shall reasonably cooperate to hand over work completed or in progress, in a format usable by the Client, to mitigate disruption. If this Agreement is terminated by the Agency for the Client’s material breach, the Agency may invoice the Client for any work completed (whether delivered or not yet delivered to the Client) and any other costs due under this Agreement, and such amounts shall become immediately due and payable. The Agency may also be entitled to damages or remedies available at law for the Client’s breach, subject to the limitations in clause 9.
10.6. Cancellation of Specific Services: The Client may decide to cancel a particular campaign, phase of work, or specific Service without terminating the entire Agreement. In such case, the Client should give written notice describing the specific Service or deliverable to cancel. The Parties will negotiate in good faith any adjustment in fees or timelines for the remaining Services. If a specific Service is canceled by the Client for convenience, the Client shall pay for any work performed on that Service up to the cancellation effective date (as per clause 10.4(b)), and the Agency will use reasonable efforts to reallocate resources to avoid unnecessary costs. Any cancellation fees or notice periods for specific services (for example, if a media buy is canceled and the media vendor imposes a fee) will be passed on to the Client if such cancellation was at the Client’s request and not due to any breach by the Agency.
10.7. Force Majeure Termination: If a Force Majeure event (defined in clause 12.1 below) prevents either Party from performing a material obligation under this Agreement for a continuous period of more than [30] days, either Party may terminate this Agreement by giving written notice to the other. In such case, neither Party shall have further liability to the other caused by the termination (other than refunding any advance payments for undelivered Services or paying for Services rendered up to termination, as applicable), provided that the Party invoking force majeure has taken reasonable steps to mitigate the impact and provided appropriate notice as required by clause 12.1.
11.1. 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 of Ireland, without regard to its conflict of law principles. The Parties acknowledge that this Agreement is a commercial contract entered into between business entities and that Irish law will apply to determine the Parties’ rights and obligations.
11.2. Jurisdiction: The Parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to hear and determine any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The Parties specifically submit to the personal jurisdiction of the Irish courts. If the Client is not domiciled in Ireland, the Client waives any objection to the Irish courts on grounds of inconvenient forum or lack of jurisdiction, to the extent such waiver is enforceable. Nothing in this clause shall limit the right of either Party to seek interim or injunctive relief in any appropriate jurisdiction in order to protect its Confidential Information or intellectual property rights.
11.3. Compliance with Law: The Parties agree that they will comply with all laws and regulations applicable to their performance under this Agreement. This includes (without limitation) compliance with Irish and EU laws on data protection (as detailed in Clause 5), export control laws, anti-bribery laws (such as the Irish Criminal Justice (Corruption Offences) Act 2018), and any industry-specific regulations that apply to the marketing of the Client’s products or services. Each Party represents that as of the Effective Date, it is not aware of any local law or regulation that would render the Agreement or the performance of the Services unlawful in any jurisdiction relevant to this contract.
12.1. Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) if such failure or delay is due to Force Majeure, meaning events or circumstances beyond its reasonable control. Force Majeure events include, but are not limited to: natural disasters (such as floods, earthquakes, hurricanes), epidemics or pandemics, war, terrorism, civil unrest, strikes or labor disputes (not involving the affected Party’s own employees), governmental regulations or actions, electrical, telecommunication or internet outages not caused by the obligated Party, cybersecurity incidents (such as hacking, ransomware attacks, data breaches, or other malicious cyber activities) or failure of third-party service providers (such as ad platforms or hosting providers) due to no fault of the affected Party. The Party claiming Force Majeure shall promptly notify the other Party in writing with reasonable details of the event and an estimate of the anticipated delay. The obligations of the affected Party will be suspended for the duration of the Force Majeure condition. The affected Party shall use reasonable efforts to mitigate the impact and duration of the Force Majeure. If the Force Majeure event endures for an extended period as noted in clause 10.7, either Party may exercise the right to terminate as specified.
12.2. 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 the Agency may assign this Agreement in its entirety, upon written notice to the Client, to (a) an affiliate or subsidiary as part of a corporate reorganization, or (b) a successor entity in the event of a merger, acquisition, or sale of all or substantially all of the Agency’s assets or business related to this Agreement. The Agency may also subcontract or delegate performance of portions of the Services as provided in clause 8.5, but shall not be relieved of its responsibility for such performance. Any attempted assignment in violation of this clause shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
12.3. Entire Agreement: This Agreement (including its Schedules, appendices, and any document expressly incorporated by reference, such as a Data Processing Addendum) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations, understandings or agreements (whether oral or written) between the Parties relating to the same subject matter. Each Party acknowledges that in entering into this Agreement it has not relied on any representation, warranty, or undertaking not expressly set out in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
12.4. Amendments: No amendment or modification of this Agreement shall be valid unless it is made in writing and signed by duly authorized representatives of both Parties. This requirement includes any change to the requirement of written form itself. For clarity, email communications or changes to the Scope or fees are not binding unless confirmed in a written amendment or change of order signed (physically or electronically) by both Parties. Also, any discussion, negotiation, or Agreement regarding modifications to this Agreement or its scope shall be conducted exclusively via email and not through messaging applications or social media platforms, including but not limited to Telegram, WhatsApp, or similar services. Only email correspondence shall be considered valid and binding to amend this Agreement.
12.5. No Waiver: The failure of either Party to enforce any provision of this Agreement or to exercise any right or remedy shall not be construed as a present or future waiver of such provision, right, or remedy. No waiver of any terms shall be effective unless it is explicit, in writing, and signed by the Party granting the waiver. A single or partial exercise of a right or remedy does not preclude further exercise of any other right or remedy.
12.6. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall (to the extent required) be deemed deleted or modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. In such case, the Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, as closely as possible, achieves the intended commercial result of the original provision.
12.7. Notices: Any formal notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by hand, sent by registered post or courier (with proof of delivery), or sent by email (with confirmation of transmission and a copy sent by another method for notice). Notices to the Client shall be sent to the address of the Client’s registered office (or primary business address) and marked to the attention of the signatory of this Agreement or an officer of the Client, or to any other address or contact as notified by the Client for notices. Notices to the Agency shall be sent to its registered office address and to the attention of [Agency Contact Person/Title], or such other address/contact as the Agency designates. Notices sent by courier or post shall be effective upon receipt or refusal of delivery. Notices sent by email shall be effective on the day of successful transmission if sent before 5:00 pm recipient local time on a business day (otherwise on the next business day), provided that no automated notice of delivery failure is received.
12.8. Third-Party Rights: A person who is not a Party to this Agreement has no right to enforce any term of this Agreement. The Parties do not intend that any third-party rights are created by this Agreement, whether under the Irish Contracts (Rights of Third Parties) Act 2017 or otherwise, except as expressly provided. This does not affect any right or remedy of a third party which exists or is available apart from that Act. For clarity, the indemnities in this Agreement are for the benefit of the named Parties only.
12.9. Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile (including PDF or secure electronic signature services) shall be valid and binding to the same extent as original signatures.
12.10. Headings and Interpretation: Clause and section headings in this Agreement are for convenience of reference only and shall not affect the interpretation of the Agreement. Words denoting the singular include the plural and vice versa as the context may require. The terms “including,” “include,” or similar words shall be construed as illustrative and not limiting (so “including” means “including without limitation”). Any reference to a statute or regulation includes any amendments or successor legislation and regulations, and references to a regulatory authority or law include EU law and regulations where applicable.
IN WITNESS WHEREOF, the Parties hereto have caused this Service Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.
