Terms of Service

1. Parties and definitions

"We", "us", "our" means Trevantodes, company registration number 36709294, registered at Mørdrupvej 125, Mørdrup, 3060 Espergærde, Denmark.

"You", "the Client" means the business entity that engages us. These terms apply to business-to-business engagements only. We do not contract with consumers, and nothing here is intended to limit rights that a consumer would have under mandatory law.

Other defined terms:

• Agreement — these terms together with the applicable Proposal.
• Proposal — the written proposal, statement of work, scope document or order confirmation that describes the services, fees and any project-specific terms.
• Services — the work described in the Proposal, drawn from those set out on our services page: paid media, SEO, analytics and creative.
• Deliverables — the specific outputs identified in the Proposal, such as audits, plans, reports, dashboards, advertising creative, copy and landing pages.
• Media Spend — amounts paid to advertising platforms for the purchase of advertising inventory.
• Client Materials — anything you supply to us: brand assets, product data, copy, trade marks, customer data, credentials and system access.

Order of precedence. If the Proposal and these terms conflict, the Proposal prevails on that specific point, and only to the extent of the conflict. Everything else in these terms continues to apply.

2. Scope of services

2.1 What we will do

We will provide the Services described in the Proposal with reasonable skill and care, in a professional manner, and to the standard reasonably expected of an experienced performance marketing practitioner.

2.2 What is in scope

Scope is whatever the Proposal says it is. The scope and deliverable lists published on our services page describe our standard offering and are indicative; the Proposal governs. If something is not in the Proposal, it is not in scope until we agree it in writing.

2.3 Changes to scope

Either party may request a change. A change becomes binding only when both parties confirm it in writing, including any effect on fees and timelines. Email confirmation is sufficient — we do not require signed change orders for routine adjustments.

2.4 Timelines

Timelines in the Proposal and on our services page are good-faith estimates based on normal conditions and on receiving what we need from you on time. They are not fixed deadlines unless the Proposal expressly states that a date is a firm deadline. Where a delay is caused by late access, late approvals or late Client Materials, timelines shift accordingly.

2.5 Personnel

We staff engagements with senior practitioners and will tell you who is assigned. We may change assigned personnel where necessary, but will maintain equivalent seniority and give you reasonable notice.

3. Your responsibilities

The Services depend on inputs only you can provide. You agree to:

• provide timely access to advertising accounts, analytics, tag management, CRM, website and any other system needed for the Services, with sufficient permission levels;
• supply Client Materials that are accurate, complete and lawful, and keep them up to date;
• nominate one person with authority to approve work, and respond to approval requests within a reasonable time — five working days unless the Proposal says otherwise;
• ensure you hold all rights, licences and consents needed for us to use the Client Materials as intended, including image and font licences and trade mark rights;
• ensure your website, products and claims comply with applicable law, including advertising, consumer protection and data protection law;
• maintain a lawful cookie consent mechanism and privacy notice on your own properties, since measurement and remarketing depend on it;
• tell us promptly if anything material changes — pricing, margin, stock, product availability, funding, or a change of legal entity.

We are not responsible for underperformance, delay or additional cost caused by a failure to meet these responsibilities, and time spent waiting remains chargeable where it consumes committed capacity.

4. Fees and payment terms

4.1 How we charge

Fees are stated in the Proposal. Our fees are fixed amounts based on scope and seniority and are never calculated as a percentage of Media Spend. Retainer fees are invoiced monthly in advance. Project fees are invoiced as set out in the Proposal, typically 50 per cent on commencement and 50 per cent on delivery.

4.2 Currency and tax

All amounts are exclusive of VAT and any other applicable taxes or duties, which are added at the prevailing rate. Where the reverse-charge mechanism applies to a cross-border supply within the EU, you are responsible for accounting for VAT in your own jurisdiction and for providing a valid VAT identification number.

4.3 Payment terms

4.4 Disputed invoices

If you dispute an invoice, tell us in writing within 10 days of the invoice date, explaining what is disputed and why. You must pay the undisputed portion on time. We will resolve genuine disputes promptly and in good faith.

4.5 Suspension for non-payment

If an undisputed invoice is more than 14 days overdue we may, after giving you at least 7 days' written notice, suspend the Services until payment is received. Suspension does not reduce fees for the suspended period, and we are not liable for the consequences of a suspension properly made under this clause. We will not, however, lock you out of accounts you own.

4.6 Fee changes

We may change retainer fees on 60 days' written notice, and not more than once in any 12-month period. If you do not accept the change you may terminate the affected retainer with effect from the date the new fee would apply, without paying any early termination amount.

4.7 Expenses

Pre-approved third-party costs — stock assets, specialist tooling bought for your account, travel for on-site work — are recharged at cost with no mark-up, supported by receipts. We will not incur a recharged expense without your prior written approval.

5. Media spend

Media Spend is not part of our fees and is not marked up.

• Advertising platforms bill you directly, using your own payment method on accounts registered to you. We never invoice Media Spend to you, and we do not take a share of it.
• You are responsible for paying platforms on time. If a platform suspends your account for non-payment, the Services may be affected and we are not liable for that.
• We manage budgets within the limits agreed in the Proposal or in writing. We will not exceed an agreed budget without your written approval, other than by the small variance inherent in how platforms pace daily spend.
• Where a platform's own error causes overspend, we will help you pursue a credit but cannot guarantee the outcome, since the decision belongs to the platform.

6. Term, termination and what happens next

6.1 Term

A retainer engagement runs for an initial term of three months from the start date in the Proposal, and continues month to month afterwards until terminated. A project engagement runs until the Deliverables are delivered.

6.2 Termination for convenience

After the initial term, either party may terminate a retainer by giving 30 days' written notice, expiring at the end of a calendar month. During the notice period we continue to work and you continue to pay.

6.3 Termination during the initial term

You may terminate during the initial three months, but the fees for that term remain payable, because we have reserved senior capacity for it. We may waive this at our discretion and will do so if the reason for termination is a failure on our side.

6.4 Termination for cause

Either party may terminate immediately, by written notice, if the other party:

• commits a material breach and fails to remedy it within 14 days of written notice specifying the breach;
• commits a material breach that is not capable of being remedied;
• becomes insolvent, enters administration, liquidation, suspension of payments or restructuring, or ceases to carry on business;
• is required by law or by a platform's rules to stop, or asks us to act unlawfully.

We may also terminate immediately if we are asked to do something we consider misleading, discriminatory, or in breach of advertising or data protection law, and you decline to change course after we have raised it in writing.

6.5 Consequences of termination

• Fees for Services performed up to the effective date, and for any notice period, become due immediately.
• We hand over the Deliverables that have been paid for, along with documentation and access notes, within 15 working days.
• We remove our access to your systems and, at your written request, delete or return Client Materials, subject to any statutory retention obligation and to keeping a copy where needed to defend a legal claim.
• Because accounts, tracking and dashboards are registered to you, nothing needs to be migrated away from us. There is no exit fee and no data ransom.
• Clauses that by their nature should survive — sections 7, 8, 9, 11, 12, 17 and 18 — survive termination.

7. Intellectual property

7.1 Your existing rights

You retain all intellectual property rights in the Client Materials. Nothing in the Agreement transfers any of them to us. You grant us a non-exclusive, royalty-free licence to use, copy, modify and display the Client Materials for the sole purpose of providing the Services, for as long as the Agreement lasts.

7.2 Ownership of Deliverables

On full payment of all sums due for the relevant Deliverable, we assign to you, to the fullest extent permitted by law, all intellectual property rights in that Deliverable as created specifically for you. This includes copyright in advertising creative, copy, landing page designs, reports, audits and documentation. The assignment is worldwide, perpetual and irrevocable.

Where a right cannot be assigned under applicable law — including moral rights that cannot be waived — we grant you an exclusive, worldwide, perpetual, irrevocable, royalty-free and sub-licensable licence to use, modify, adapt and exploit it for any purpose, and we agree not to assert such rights against you.

Until payment in full, you have a licence to use the Deliverable for the purpose it was made for, and that licence is revocable if the Agreement is terminated for your non-payment.

7.3 Working files

Editable source files for creative Deliverables — layered design files, video project files, page templates and the like — are handed over on delivery. We do not withhold source files as commercial leverage.

7.4 Our background intellectual property

We retain ownership of everything we bring to the engagement rather than create for it: our methodologies, frameworks, audit templates, checklists, naming conventions, internal scripts, dashboard templates, training materials and know-how, together with any improvement to them. You receive a non-exclusive, non-transferable licence to use our background intellectual property to the extent it is embedded in a Deliverable and needed to use that Deliverable.

Nothing prevents us from applying general skill, experience and know-how gained during the engagement for other clients, provided we do not use or disclose your Confidential Information.

7.5 Third-party materials

Where a Deliverable includes third-party material — stock photography, footage, music, fonts, plugins or open-source components — we will tell you what it is and which licence applies, and we will only use material properly licensed for the intended use. Ongoing licence obligations, including renewal fees and territory or media restrictions, pass to you with the Deliverable. Section 7.2 does not apply to third-party material, since we cannot assign what we do not own.

7.6 Accounts and data

Advertising accounts, analytics properties, tag containers, dashboards and tracking implementations built during the engagement are created in accounts registered to you and belong to you. Where something has to be created under our account for technical reasons, we will tell you in advance and transfer it to you on request at no charge.

7.7 Our trade marks

Nothing grants you a right to use the Trevantodes name, logo or brand assets, other than to state factually that we provide services to you.

8. Confidentiality

Each party may receive non-public information belonging to the other, including commercial terms, performance data, margins, product roadmaps, customer information and strategy ("Confidential Information"). Each party agrees to:

• keep it confidential and use it only to perform or receive the Services;
• protect it with at least the care it applies to its own confidential information;
• disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or a competent authority — in which case the disclosing party will give notice where legally permitted, and disclose only what is required.

Confidentiality obligations continue for three years after the Agreement ends, and indefinitely for anything that constitutes a trade secret.

9. Data protection

Where we process personal data on your behalf — for example inside your advertising accounts, analytics or CRM — you are the controller and we are the processor. Before that processing begins, both parties will enter into a written data processing agreement meeting Article 28 GDPR, covering subject matter and duration, purpose, categories of data and data subjects, security measures, sub-processors, assistance with data subject requests, breach notification, audit and deletion or return of data.

Each party will comply with applicable data protection law in its own right. You are responsible for the lawfulness of the data you make available to us, for the consent mechanism on your own properties, and for your own privacy notices. We are responsible for acting only on your documented instructions.

How we handle personal data for which we are the controller is described in our Privacy Policy.

10. Warranties, and why we do not guarantee results

10.1 What we warrant

• We will perform the Services with reasonable skill and care, using appropriately experienced personnel.
• We have the right and authority to enter into the Agreement.
• The Deliverables we create for you will not, to the best of our knowledge, infringe a third party's intellectual property rights.
• We will comply with applicable law in performing the Services.

10.2 What we do not guarantee

We do not guarantee any specific commercial result. We will not promise a ranking position, a conversion rate, a cost per acquisition, a return on ad spend, a revenue figure or a lead volume, and any figures in a Proposal, forecast, model or case study are estimates or historical illustrations rather than commitments.

This is not boilerplate hedging. Marketing performance depends on factors outside our control: your pricing, product, margin, stock and sales capability; competitor behaviour; auction dynamics; seasonality; search engine and platform algorithm changes; platform policy enforcement; browser and regulatory changes to tracking; and general economic conditions. Any agency that guarantees a number is either exploiting one of these variables temporarily or misrepresenting what it can control.

Case study metrics published on this website relate to specific past engagements and specific market conditions. They are not a prediction of your results.

10.3 Advertising claims

You are responsible for the accuracy and legality of factual claims about your products, prices, availability and business. We will flag anything that looks legally risky, but we do not provide legal advice and we cannot verify your claims for you.

10.4 Exclusion of implied terms

To the extent permitted by law, all warranties, conditions and terms implied by statute, common law or otherwise are excluded from the Agreement.

11. Limitation of liability

Read this section carefully. It limits what we can be held responsible for.

11.1 What is never excluded

Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for anything else that cannot lawfully be excluded or limited.

11.2 Financial cap

Subject to 11.1, our total aggregate liability arising out of or in connection with the Agreement — whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise — is limited to the total fees actually paid by you to us under the Agreement in the twelve months immediately preceding the event giving rise to the claim. Where the Agreement has run for less than twelve months, the cap is the total fees paid to date. Media Spend does not count toward fees for this calculation, since it is never paid to us.

11.3 Excluded categories of loss

Subject to 11.1, we are not liable for any of the following, however arising:

• loss of profit, revenue, sales or anticipated savings;
• loss of business, contracts or opportunity;
• loss of goodwill or reputational damage;
• loss, corruption or unavailability of data, other than where caused by our breach of section 9;
• wasted Media Spend, other than spend incurred outside an agreed budget as a direct result of our error;
• any indirect, consequential, special or punitive loss.

11.4 Matters outside our control

Subject to 11.1, we are not liable for:

• suspension, restriction, disapproval or closure of your accounts by an advertising platform, search engine or payment provider;
• changes to platform algorithms, ranking systems, policies, pricing, APIs or available features;
• changes to browser, operating system or regulatory treatment of cookies and tracking, and the measurement gaps they create;
• the acts or omissions of any third-party platform, or of any supplier you engaged directly;
• failures caused by your systems, hosting, website, checkout, stock availability or sales follow-up;
• inaccurate work or recommendations that follow directly from inaccurate or incomplete information you provided.

11.5 Time limit for claims

Subject to 11.1 and to mandatory law, any claim must be notified to us in writing within twelve months of the date you first became aware, or reasonably should have become aware, of the circumstances giving rise to it.

11.6 Mitigation and remedy

You will take reasonable steps to mitigate any loss. Where we have failed to perform, our first obligation and your primary remedy is that we re-perform the affected Services at our cost within a reasonable period.

11.7 Fairness of these limits

Both parties acknowledge that these limits are reasonable given the fee levels involved, that the fees have been set on the basis of them, and that each party is capable of insuring against risks allocated to it.

12. Indemnity

You will indemnify us against losses, liabilities, costs and reasonable legal expenses arising from a third-party claim that the Client Materials, your products, your pricing or your factual claims infringe a third party's rights or breach applicable law — except to the extent the claim results from our own breach of the Agreement.

We will indemnify you against losses, liabilities, costs and reasonable legal expenses arising from a third-party claim that a Deliverable we created for you infringes that third party's intellectual property rights, provided you notify us promptly, allow us to control the defence and settlement, and give reasonable assistance at our cost. This indemnity does not apply where the claim arises from Client Materials, from third-party material licensed under section 7.5, from your modification of a Deliverable, or from use of a Deliverable outside its intended purpose. Our liability under this indemnity is subject to the cap in section 11.2.

13. Third-party platforms

The Services are delivered through platforms we do not own or control, including advertising networks, search engines, analytics tools and hosting providers. You are bound by their terms and policies in respect of your own accounts. We will operate within those terms, and we will not attempt to circumvent a platform policy on your behalf even if asked.

Where a platform changes materially in a way that affects the Services — a feature withdrawn, a policy tightened, an API deprecated — we will tell you, propose an alternative approach, and agree any scope change with you under section 2.3.

14. Subcontractors

We may use vetted subcontractors and freelance specialists for parts of the Services. We remain fully responsible to you for work they perform, and they are bound by confidentiality and data protection obligations no less protective than ours. Where a subcontractor would process personal data on your behalf, they are treated as a sub-processor under the data processing agreement and the approval process in that agreement applies.

15. Publicity and references

We will not name you, use your logo, or publish any figure relating to your business without your specific prior written approval of both the figures and the wording. That applies to case studies on this website, proposals to other prospects, presentations and social media.

Approval given once may be withdrawn on written notice. We will remove or anonymise the material from our own properties within 15 working days, though we cannot control third-party caches, archives or reposts.

Where you have not given approval, we may describe the engagement in anonymised, non-identifying terms — sector, scale, and type of problem solved — as our published case studies currently do.

16. Force majeure

Neither party is liable for failure or delay in performing its obligations caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, terrorism, epidemic, industrial action affecting third parties, failure of utilities or telecommunications, large-scale internet or cloud provider outage, or an act of government. The affected party will notify the other promptly and use reasonable efforts to work around the event. If the event continues for more than 30 consecutive days, either party may terminate the affected Services on written notice, with fees payable only for work performed. Inability to pay is never a force majeure event.

17. General

17.1 Independent contractors

We act as an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other except as expressly stated.

17.2 Assignment

Neither party may assign or transfer the Agreement without the other's written consent, except that either party may assign to a successor in connection with a merger, reorganisation or sale of substantially all of its business, on written notice.

17.3 Notices

Notices must be in writing. Email is valid for all notices, sent to the address specified in the Proposal for each party, and is deemed received on the next working day. Notices of termination or breach must also be sent by post or courier to the registered address of the receiving party.

17.4 Entire agreement

The Agreement is the entire agreement between the parties on its subject matter and supersedes earlier discussions, proposals and representations. Neither party relies on any statement not set out in the Agreement. This does not limit liability for fraudulent misrepresentation.

17.5 Variation

Variations must be in writing and agreed by both parties. We may update these standard terms for new engagements at any time; the version in force when your Proposal is accepted continues to apply to that engagement until both parties agree otherwise.

17.6 Severability and waiver

If a provision is found unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if that is not possible, and the rest of the Agreement continues in force. A failure or delay in enforcing a right is not a waiver of it.

17.7 No third-party rights

The Agreement does not confer rights on anyone other than the parties and their permitted successors.

17.8 Language

The Agreement is concluded in English. If it is translated, the English version prevails in the event of a discrepancy.

18. Governing law and jurisdiction

The Agreement, and any dispute or claim arising out of or in connection with it — including non-contractual disputes — is governed by and construed in accordance with the laws of Denmark, excluding its conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

The parties submit to the exclusive jurisdiction of the competent Danish courts, with venue determined by the location of our registered office. Nothing prevents either party from seeking injunctive or other urgent interim relief in any competent court.

18.1 Escalation before litigation

Before commencing proceedings, the parties will attempt to resolve the dispute in good faith: first between the day-to-day contacts within 10 working days, then between senior representatives within a further 15 working days. This does not prevent either party from seeking urgent interim relief, and does not extend any limitation period.

19. Contact

Trevantodes
Mørdrupvej 125, Mørdrup
3060 Espergærde
Denmark

Company registration number: 36709294

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