Terms & Conditions — MarketingNova

By completing payment via the Stripe payment link, you ("the Client") agree to be bound by these Terms & Conditions with NVK LAB OÜ ("the Agency"), registered at Sepapaja tn 6, Lasnamäe, Tallinn, Harju maakond, 15551, Estonia, operating under the brand MarketingNova, represented by Max Novak, Founder & CEO — Max@marketingnova.be

1. How to Read These Terms

a. Capitalised terms have the meaning given within these Terms.

b. Headings are included for convenience only and do not affect interpretation.

c. References to laws include amendments and successor legislation.

2. Duration and Renewal

a. Services commence on the date of first payment and continue for an initial period of three (3) months ("Initial Term").

b. Following the Initial Term, the agreement renews automatically on a monthly basis unless terminated by either party in accordance with Clause 10.

c. Either party may terminate with 30 days' written notice.

d. If the agreement is terminated, no refund shall be issued for any month in which payment has already been made and services have commenced. Termination takes effect at the end of the current billing period.

3. Agency Obligations

The Agency shall:

a. Provide the Services with reasonable skill, care, and diligence, in accordance with applicable laws and industry standards.

b. Employ qualified personnel and, where applicable, subcontracted professionals, for the execution of services.

c. Provide regular performance updates, including detailed reports and strategic consultation. Specifically, the Agency will conduct two (2) reporting calls per month on a bi-weekly schedule (approximately every 14 days) for the first three (3) months. After this initial period, reporting calls will be scheduled once per month, unless otherwise agreed in writing.

d. Maintain appropriate tools and systems to manage client communication and data securely. Primary communication shall occur through a dedicated WhatsApp group and via email, unless otherwise agreed in writing.

4. Client Obligations

The Client agrees to:

a. Provide all necessary access, materials, content, brand assets, and timely approvals required for the Agency to perform the Services.

b. Respond promptly to all communications and reasonable requests from the Agency, including requests for information, approvals, access credentials, or feedback. The Client acknowledges that timely and clear communication is essential to the quality and effectiveness of the Services. Failure to respond within a reasonable time may result in delays or reduced campaign performance, for which the Agency shall not be held responsible. If the Client does not respond to a submitted report, proposal, or request within 72 hours, it shall be deemed approved.

c. Pay all fees in accordance with Clause 5.

d. Ensure that any content provided does not infringe on third-party rights or breach applicable laws.

e. Acknowledge that any failure to fulfil the obligations set out in this Clause may result in delays, reduced effectiveness of the Services, or underperformance of advertising campaigns, and that the Agency shall not be held responsible for any diminished results caused by such failure.

5. Fees and Payment

a. The monthly fee is as specified in the Stripe payment link communicated to the Client prior to purchase. By completing payment, the Client confirms acceptance of the agreed monthly amount. Fees shall be paid via Stripe recurring billing.

b. Payment is due upon first payment and every 30 days thereafter, automatically.

c. Late payment will:

• Suspend Services automatically without prior notice if payment is not received within 7 days of the due date.
• Incur a 1.5% interest charge per week of delay from the original due date.

d. All fees are non-refundable and exclusive of VAT unless otherwise stated. No refund shall be issued for a billing period that has already commenced.

6. Representations and Warranties

Both parties warrant that:

a. They have full power and authority to enter into this agreement.

b. They will comply with all applicable laws and regulations, including data protection laws (e.g. ES GDPR).

c. They will act reasonably, ethically, and in good faith in the performance of their respective obligations.

7. Scope of Services

Services are limited to the management of one (1) Google Ads account as specified at the time of purchase. Any additional accounts or platforms require a separate written agreement.

Package 1 - Ads Management (Single Platform + Basic Tracking) includes:

• Ad account setup (if required), campaign structuring, keyword or audience targeting, budget allocation and tracking setup or double-check
• Setup and management of paid advertising campaigns on Google Ads
• Basic tracking: pixel installation or Google Tag or GA4 setup with standard conversion events (e.g. page views, lead, add to cart, purchase)
• Monthly reporting including impressions, clicks, cost-per-click (CPC), conversions, and ROAS
• Timeline: 1-2 weeks for planning, strategy, setup, and tracking optimisation followed by ad campaign implementation, optimisation, and reporting

8. Intellectual Property

a. Upon full payment, all deliverables produced under this agreement shall belong to the Client.

b. The Agency retains the right to use such materials (e.g. graphics, campaigns, results) for the purposes of showcasing portfolio work and performance metrics unless the Client opts out in writing.

c. Each party retains ownership of its existing intellectual property.

9. Confidentiality

a. Each party agrees not to disclose Confidential Information of the other without prior written consent, except:

• As required by law
• To fulfil obligations under this agreement

b. Upon termination, each party must return or destroy all confidential information.

c. This clause survives termination.

10. Liability

a. Nothing in this agreement shall limit or exclude liability for death, personal injury caused by negligence, or for fraud or fraudulent misrepresentation by the party committing such fraud.

b. The Agency's total liability arising under or in connection with this agreement shall be limited to the total fees paid by the Client in the three (3) months preceding the event giving rise to the liability.

c. The Agency shall not be liable for:

• Loss of profit, sales, or business
• Ad platform restrictions or permanent bans
• Indirect or consequential losses
• Any liability arising from the Client's own acts, omissions, or misrepresentations, including but not limited to fraud, data misuse, or breach of third-party rights

d. The Client agrees to indemnify and hold harmless the Agency against all liabilities, damages, and costs (including legal fees) arising from any fraudulent, unlawful, or negligent acts or omissions by the Client.

11. Dispute Resolution

a. Parties agree to attempt to resolve disputes in good faith through negotiation.

b. If unresolved within 14 days of written notice, either party may pursue formal legal action.

c. Nothing in this clause prevents either party from seeking urgent injunctive relief.

12. Termination

a. This agreement may be terminated:

• By either party with 30 days' written notice, or
• Immediately if one party materially breaches the agreement and fails to remedy it within 14 days of written notice

b. Upon termination:

• All Services cease at the end of the current billing period
• No refund shall be issued for any month already paid
• Each party must return or destroy confidential information and materials of the other

13. Notices

a. All notices shall be in writing and delivered by email to Max@marketingnova.be

b. Notice is deemed served:

• 24 hours after the email is sent, unless a failure is reported, or
• Immediately upon reply

14. Governing Law and Jurisdiction

a. These Terms are governed by the laws of Estonia. Any legal proceedings shall be brought exclusively before the courts of Estonia.

b. If the Client initiates proceedings against the Agency and does not substantially prevail, the Client agrees to reimburse the Agency for all reasonable legal costs, court fees, and associated expenses incurred, to the extent permitted by the court.

c. Nothing in this clause limits the Agency's right to seek full legal costs and damages as awarded by the court.

15. No Guarantees

a. The Agency does not guarantee any specific outcomes, business results, revenue increases, traffic growth, lead volume, or sales conversions as a result of the Services.

b. All strategies, platforms, algorithms, and market behaviour are subject to change and external factors beyond the Agency's control.

c. The Agency agrees to perform all Services with professional diligence and to use commercially reasonable efforts to achieve the best results for the Client, but does not warrant success.

d. The Client accepts that marketing performance may fluctuate and that previous results do not guarantee future outcomes.

Contact: Max@marketingnova.be | +32 490408416