Terms of Service

1. Who this agreement is between

These terms are an agreement between [Legal entity name, the operator of Adspenta], registered at [Registered address] ("Adspenta", "we", "us"), and the organisation that opens an account and uses the service ("you", "the customer").

Until the company is registered, the service is operated by [sole proprietorship or company: state which]. This page will name the correct legal entity from the day it exists, and the change will be dated in the version history at the bottom.

If you are agreeing to these terms on behalf of an agency, you confirm that you are allowed to do that.

2. What the service does, and what it never decides

Adspenta is an ads operations layer. Each day it reads the connected Meta and Google ad accounts you have authorised, applies its detectors to what it finds, and produces proposals: specific, bounded changes with the evidence behind them.

No change is made to any ad account without a person on your side approving that specific change. This is not a configuration option. There is no code path in the service that executes a change to an ad account without a recorded approval, naming the person and the moment.

The service does not decide your strategy, write your creative, choose your offers, or set your targets. It works on the operational surface: budgets, delivery, pacing, structure. Then it reports.

The service does not guarantee any advertising outcome. It proposes changes and executes the ones you approve. What those changes do to your results is a matter of markets, offers and creative, none of which are in our control.

3. Your responsibilities

• You own, or are authorised by your client to manage, every ad account you connect. Connecting an account is you asserting that authority.
• You are responsible for the spend on those accounts, including spend that follows a change you approved.
• You are responsible for compliance with Meta's and Google's advertising policies and with the law that applies to the ads you run.
• You keep your team's login credentials secure, and you remove people who leave.
• You decide which accounts are switched to live writes, and when.

4. Dry run, live writes and halt

Every platform connection starts in dry-run mode. In dry run the service computes and records the change it would make and does not send it to the platform.

Live writes are opt-in for each individual ad account, by a person on your side, after the platform itself has been switched to live. Both switches must be on before anything can be written.

Every approval opens a five-minute take-back window, during which one click restores the previous value and nothing has yet been sent to the platform.

You can halt the service at any time. The halt button stops every pending and future write across every account immediately, and the service stays halted until a person on your side turns it back on.

If we ever offer a mode in which the service acts within limits you set without a per-change approval, it will be off by default, it will be described in these terms before it exists, and turning it on will be an explicit act by you.

5. Fees and billing

Fees are charged per agency per month, on the number of connected ad accounts, at the rate agreed with you in writing when your account was opened. A connected account is one ad account on one platform, whether it is in dry run or live. The current packages are on the pricing page.

Billing is monthly in advance unless we have agreed otherwise in writing. Fees are exclusive of VAT and any other applicable tax.

We may suspend the service for non-payment after telling you, or immediately if a platform requires it, or if continuing would breach a platform's terms.

6. Billing, cancellation and refunds

Prices exclude VAT

Every figure quoted to you and every figure on the pricing page is net. VAT and any other applicable tax is added on the invoice at the rate that applies to your country and your VAT status. Where the reverse charge applies to a business customer in another EU member state, the invoice will say so.

Monthly plans

You can cancel a monthly plan at any time, by writing to hello@adspenta.com or from inside the app. There is no notice period and no minimum term.

Cancellation takes effect at the end of the billing period you have already paid for. The service keeps running until that date, and you are not billed again afterwards.

Part-months are not refunded. Cancelling on day three of a paid month gives you the rest of that month, not a refund of the unused days.

Annual plans

An annual plan can be refunded pro rata within 14 days of the first payment on that plan: tell us within those 14 days and we return the fee for the whole unused part of the year, keeping only the days you had the service.

After those 14 days an annual plan runs to the end of the year you paid for. You can cancel it at any point so that it does not renew, and the service continues until the paid term ends. We do not refund the remainder of an annual term after day 14, except where the law, or the objection procedure on the subprocessor page, gives you the right to terminate; in that case the unused part is refunded pro rata.

Founding agency discount

The founding-agency offer is 50% off the list price for the first six months, in exchange for one feedback call a month. It is limited to the first five agencies, and it ends when the fifth has taken it.

• The discount applies to the plan fee only. It does not change the account limits, the question limits, or anything else in these terms.
• Missing feedback calls does not create a debt. If the calls stop happening, we may end the discount for the months still to come, after telling you; we do not bill you retrospectively for months already discounted.
• After six months the plan renews at the list price then published, and we tell you before that happens.
• Cancelling during the discounted months follows the rules above: monthly to the end of the period, annual under the 14-day pro rata rule.
• The offer cannot be combined with another discount, and it is not transferable to another company.

Termination by either side

Either side can terminate at the end of a monthly period, with no notice period and no minimum term, unless a longer term was explicitly agreed with you in exchange for a different price. If we terminate for a reason that is not your breach of these terms, we refund the unused part of anything you have paid in advance, pro rata.

The bank or card fees a refund incurs are ours, not yours. Refunds go back to the method the payment came from, within [refund processing time: to confirm with the payment provider, 14 days or fewer] of us agreeing the refund.

7. Your data, on the way out

Disconnecting an ad account revokes our access token with Meta or Google. From that moment the service reads nothing further from that account.

On termination you can export what you hold in the service. Ad-account data, proposals, findings and reports are deleted within 30 days of your deletion request or of termination, whichever comes first.

What we retain afterwards is the append-only audit ledger and the access log, with your account data stripped out of it, because a record of what the system did is what makes the system accountable. The full detail is on the data deletion page.

8. Limitation of liability

We are not liable for the outcome of your advertising spend. The service proposes changes and executes the ones you approve; it does not promise performance, results, cost per result, or revenue.

We are not liable for indirect or consequential loss, lost profit, lost revenue, lost data beyond our backup obligations, or loss of goodwill.

Our total liability to you, across all claims, is capped at the fees you paid us in the twelve months before the event giving rise to the claim.

Nothing in these terms limits liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or for fraud.

9. Acceptable use

• Do not use the service to access ad accounts you are not authorised to manage.
• Do not attempt to reach another customer's data, or to test whether you can.
• Do not reverse engineer, decompile, or attempt to extract the source of the service, except to the extent that law expressly allows despite this clause.
• Do not resell or white-label the service without written agreement.
• Do not use the service to run advertising that breaks the law or the platforms' policies.

If you find a security problem, tell us at hello@adspenta.com before you tell anyone else, and we will treat you well for it.

10. Governing law, business use, and changes to these terms

These terms are governed by the law of Romania, and the courts of [city], Romania have exclusive jurisdiction, once the operating entity is registered there. Until then, the governing law is the law of [interim governing law: state which].

If we change these terms in a way that matters, we will tell you by email at least 30 days before the change takes effect, and the change will be dated in the version history below. Continuing to use the service after that date means you accept the new version.

This service is offered to businesses only

Adspenta is sold business to business. An account can be opened only by an organisation acting for purposes related to its trade or profession: an agency, a company, or a registered sole trader running ads for clients. We do not offer the service to consumers and we do not knowingly contract with one.

It follows that the EU consumer-protection rules for distance contracts, including the fourteen-day right of withdrawal in Directive 2011/83/EU as implemented in Romania by OUG 34/2014, do not apply to this agreement. The refund terms you do have are the ones written out in section 6, and they are ours to keep rather than a right you can rely on the law for.

If you believe you are contracting as a consumer, do not open an account; write to hello@adspenta.com first.

Questions about this agreement: hello@adspenta.com, or in writing to [Legal entity name and registered address].

11. Imprint / Company details

The details an EU business is expected to publish about itself. They are in brackets because the operating entity is not registered yet, and we would rather publish a visible gap than a plausible invention.

Each bracket above is filled in, and dated in the version history, on the day the entity is registered. Until then no invoice, contract or claim should be made against a company name that does not yet exist.

Version history