GENERAL TERMS AND CONDITIONS FOR ADVERTISERS

Version October 2026

These general terms and conditions are issued by Wuzz B.V., trading as Wuzzon, established at Herengracht 420, 1017 BZ Amsterdam, the Netherlands, registered with the Netherlands Chamber of Commerce under number 32121709 (hereinafter: ‘Wuzzon’).

Article 1 Definitions

In these Terms and Conditions, the following terms, always written with a capital letter, have the following meaning:

1. Action: the action to be performed by the consumer, for example (i) installing an app, (ii) leaving personal data in order to receive information, (iii) requesting a product, or any other action agreed between Advertiser and Wuzzon;

2. Advertiser: the legal entity or natural person acting in the course of a profession or business with whom Wuzzon has entered into an Agreement;

3. Advertiser Content: the texts, images, logos, apps, marketing materials, e-mail or call files and other materials originating from Advertiser that are to be used for the Campaign;

4. Advertisement: a banner, button, game or other (visual) material intended to promote Advertiser and/or its products (including apps or games) or services, which encourages potential Leads to perform an Action;

5. Terms and Conditions: these general terms and conditions for advertisers, in whatever form they are made known;

6. Campaign: all work, actions and activities of Wuzzon that are the subject of the Agreement, including App Store Optimisation (ASO), managing advertising campaigns (such as Apple Ads, Google Ads and Meta), setting up and managing measurement tools, advice, reports and dashboards. Where these Terms and Conditions refer to ‘Service’ or ‘Services’, the Campaign is meant;

7. Intellectual Property Rights: all intellectual property rights and related rights, such as copyright, trade mark rights, patent rights, design rights, trade name rights, database rights and neighbouring rights, as well as rights to know-how;

8. Lead Data: data of natural persons who have performed the agreed Action via the Advertisement;

9. Media: the media agreed for the performance of the Campaign (including social media (for example Facebook and Instagram), websites, games, apps, app stores, newsletters, e-mail files or search engines) in which the Advertisement is placed;

10. Agreement: the agreement between Advertiser and Wuzzon under which Wuzzon provides the Campaign for Advertiser;

11. Report: a report containing the results of the Campaign, such as a campaign or sales report or a dashboard;

12. Advertiser Accounts: accounts and environments of Advertiser or of third parties engaged by Advertiser to which Wuzzon is given access for the Campaign, such as App Store Connect, Google Play Console, advertising accounts, mobile measurement partners (MMPs) and analytics tools;

13. AI Tools: software based on artificial intelligence, such as language models and image or video generators, used by Wuzzon in performing the Agreement;

14. Personal Data: personal data as defined in Article 4(1) of the General Data Protection Regulation (GDPR);

15. Data Processing Agreement: the data processing agreement entered into between Advertiser and Wuzzon or, if there is none, Article 9 of these Terms and Conditions.

Article 2 Applicability of the Terms and Conditions

2.1 The Terms and Conditions apply to, and form part of, all offers, quotations, agreements and other legal acts relating to the performance of a Campaign by Wuzzon for Advertiser.

2.2 Wuzzon expressly rejects the applicability of any general (purchasing) terms and conditions of Advertiser.

2.3 Deviations from the Terms and Conditions only apply if expressly agreed in writing by Wuzzon and Advertiser.

2.4 Wuzzon may amend the Terms and Conditions. Amendments will be announced via Wuzzon’s website or in another way. If Advertiser does not wish to accept an amendment, Advertiser may terminate the Agreement in writing with effect from the date on which the amendment takes effect.

2.5 In the event of conflict between documents, the following order of precedence applies: (i) the Agreement, (ii) these Terms and Conditions. For the processing of Personal Data, the Data Processing Agreement prevails over both.

2.6 In these Terms and Conditions, ‘in writing’ includes by e-mail or via an electronic signature platform.

Article 3 Formation of the Agreement

3.1 All offers and quotations from Wuzzon are without obligation, unless Wuzzon states otherwise in writing.

3.2 An Agreement is formed when Wuzzon accepts an order from Advertiser or, if earlier, from the moment Wuzzon starts performing the Campaign. All orders placed by Advertiser are binding and cannot be revoked. Wuzzon may refuse orders without being liable to Advertiser. An order may be refused, for example, if the content of the Advertisement or Advertiser Content infringes third-party rights or is otherwise unlawful.

Article 4 Performance of the Campaign

4.1 Wuzzon will exercise all the care in performing the Agreement that can reasonably be expected of it. It will use its best efforts to perform the Campaign in accordance with the agreed specifications and deadlines. Agreed deadlines are always indicative and never strict deadlines.

4.2 Wuzzon gives no express or implied warranties, commitments or indemnities of any kind. In particular, Wuzzon does not warrant that:

• Advertiser will achieve certain Actions, turnover or (sales) results through the Campaign;
• the Campaign (including the Advertisements or the Media used) will operate without interruption or be free of errors and/or defects;
• certain positions in search results, rankings, featuring or ratings in the App Store or Google Play will be achieved, since these depend on algorithms and decisions of Apple and Google.

4.3 Wuzzon may (temporarily) suspend or restrict the Campaign, for example for maintenance or adjustment. Wuzzon may also improve the Campaign and continually adapt it to the current state of technology and market developments. In these cases Advertiser is not entitled to compensation or to dissolve the Agreement.

4.4 Wuzzon may use services (including Media and AI Tools) of third parties to perform the Campaign. Wuzzon is not responsible for outages, changes in policies, algorithms or APIs, the rejection of Advertisements or app updates, or the blocking of accounts by platforms such as Apple, Google and Meta, unless this results from an attributable failure by Wuzzon.

4.5 If, in Wuzzon’s opinion, performing the Agreement involves additional work, or if Advertiser, or any third party on Advertiser’s behalf, requests or causes additional work (for example by providing incomplete or incorrect information), Wuzzon may charge Advertiser for all additional time and costs, including those of third parties where applicable, and Advertiser must pay these. Additional work is charged at Wuzzon’s standard (hourly) rate of € 135, excluding VAT.

4.6 If Wuzzon is given access to Advertiser Accounts, Advertiser remains the owner of and responsible for those accounts, the data in them and the agreements with their providers. Wuzzon uses the access only for the Campaign and requests no more rights than necessary for that purpose. When the Agreement ends, the parties will ensure that Wuzzon’s access is revoked.

Article 5 Cooperation of Advertiser

5.1 Advertiser will always provide all cooperation necessary for performing the Agreement. Among other things, Advertiser will provide in good time all data and information needed for the Campaign, including Advertiser Content and access to the necessary Advertiser Accounts.

5.2 Advertiser warrants that the data referred to in 5.1 are correct and complete, do not infringe (intellectual property) rights of third parties and that their use by Wuzzon is not unlawful, and that Advertiser is authorised to give Wuzzon access to the Advertiser Accounts.

5.3 Advertiser may not transfer its rights or obligations under the Agreement to third parties or allow third parties to use them, unless Wuzzon has given express prior written consent.

5.4 If Wuzzon sets further guidelines or conditions for the performance of the Campaign and its use, Advertiser will always comply with and/or follow them in full.

5.5 If Advertiser uses login details or other security measures in connection with the Campaign, Advertiser must handle them with care. If misuse or theft is suspected, Advertiser must notify Wuzzon immediately so that Wuzzon can block access to its services and systems or take other appropriate measures. Advertiser is liable for all costs and damage relating to unauthorised use of the Campaign via its login details or other security measures.

5.6 During the term of the Agreement and for one year after it ends, Advertiser may not employ or otherwise engage (for example as an external consultant or adviser) employees or partners (including consultants, publishers and advisers) who perform work for Wuzzon during the Agreement.

Article 6 Advertisements

6.1 Unless expressly agreed otherwise in writing, Advertiser is responsible for the content of the Advertisement and the Advertiser Content used for it. Advertiser must always check for itself whether the content of the Advertisement (and its consequences) is in line with the purpose of the Agreement.

6.2 The Advertisement must always meet the specifications and requirements announced by Wuzzon. These may change during the term of the Agreement. Wuzzon will inform Advertiser of any such change in good time.

6.3 Wuzzon reserves the right at all times, without prior notice, to refuse, remove, stop distributing via the Campaign or modify an Advertisement and/or Advertiser Content, without Advertiser being entitled to any compensation or to dissolve the Agreement. Wuzzon will inform Advertiser as soon as possible. This may happen, for example, if Wuzzon suspects that the content of the Advertisement is unlawful and/or infringes (intellectual property) rights of third parties.

6.4 Only if expressly agreed in writing will Wuzzon compose the Advertisement. On delivery, Wuzzon may ask Advertiser to check the Advertisement. If Wuzzon does so, Advertiser must send any changes in writing or by e-mail within 2 (two) working days of receiving the request. Changes may only concern factual inaccuracies in the text of the Advertisement. Any other changes will be charged by Wuzzon at the standard hourly rate. The Advertisement is deemed accepted by Advertiser if:

• Advertiser has not submitted a request for changes to Wuzzon within the period of 2 (two) working days referred to in this article; or
• Wuzzon has processed the change requests from Advertiser referred to in this article.

6.5 Advertiser warrants that its app and the Advertisement comply with the guidelines of Apple (including the App Store Review Guidelines and App Tracking Transparency), Google (including the Google Play policies) and the other Media used.

Article 7 Use of Media

7.1 Wuzzon will use reasonable efforts to place the Advertisement in the agreed Media. However, Wuzzon may at any time, with immediate effect and without prior consultation, stop or refuse the use of certain (agreed) Media, without being liable to Advertiser. This may happen, for example, if Wuzzon suspects that the use of the Media is unlawful. Wuzzon will inform Advertiser as soon as possible.

7.2 If agreed in writing, Wuzzon will distribute the Advertisement using e-mail files of Advertiser, of Wuzzon itself or of (Media of) publishers and/or affiliate partners connected to Wuzzon.

7.3 Distribution of the Advertisement via e-mail files is at Advertiser’s own expense and risk. Advertiser acknowledges and agrees that Wuzzon is neither responsible nor liable for distribution of the Advertisement in this way, nor for any claims, complaints and other consequences that may arise from it.

7.4 Advertiser warrants that the use of its e-mail file for distributing the Advertisement complies with applicable laws and regulations, in particular the Dutch Telecommunications Act and the General Data Protection Regulation (GDPR). If a recipient of the Advertisement asks Advertiser to be unsubscribed from Advertiser’s Advertisements, Advertiser will immediately pass this request on to Wuzzon in writing or by e-mail. Wuzzon will make every effort to process the request in its e-mail file (and in the files of other Media where applicable).

7.5 In exceptional cases and only if agreed, Wuzzon will provide an overview of the Media used in the Campaign. Advertiser will keep this information confidential at all times and use it only for the agreed Campaign. During the Campaign and for one year after it ends, Advertiser grants Wuzzon exclusivity with regard to the Media, meaning that Advertiser will not, directly or indirectly (for example via another media company, partner or competitor of Wuzzon), enter into an agreement with the Media to promote Advertiser and/or its products and services.

Article 8 Lead Data and Actions

8.1 Only if expressly agreed in writing will Wuzzon provide Advertiser with a file of Lead Data as part of the Campaign. Wuzzon gives no warranty whatsoever with regard to this Lead Data and does not guarantee that it is accurate, correct, complete, up to date or lawful.

8.2 Advertiser must check the results of the Actions (including the file of Lead Data received) for a given month before the 9th of the following month. In the event of rejection, Advertiser must send an e-mail to stats@wuzzon.com before the 9th stating the gross number of leads received, the number rejected and the net numbers to be invoiced. Rejection reports and the reason for rejection per lead must be placed on Wuzzon’s FTP server. Results of the Action that have not been rejected within this period, or not submitted via the tools designated by Wuzzon, are deemed accepted by Advertiser and will be invoiced.

8.3 Rejection is only possible if:

• the specific reason for rejection agreed in writing applies;
• the same person has performed the same Action two or more times (for example the same installation twice, or leaving their Lead Data twice);
• the data are incorrect, causing for example a hard bounce of a mailing;
• there is fraud, for example by the Media used in the Campaign. Fraud only exists if Advertiser can demonstrate it with a fraud report or fraud software from a reliable and expert third party (such as the fraud prevention of an MMP), showing that fraud has been committed by one of the Media.

8.4 If Wuzzon provides Lead Data as a result of the Action, Advertiser may use the Lead Data only for the purpose agreed in writing in the Agreement and will comply with all agreed conditions, restrictions and powers under the Agreement (including these Terms and Conditions). This includes, but is not limited to, conditions and restrictions regarding the agreed purpose, frequency, medium (e-mail, telephone, post or otherwise) and duration. Advertiser is expressly prohibited from disclosing, reproducing or using the Lead Data for other purposes, in whole or in part, outside the agreed conditions and powers, in any way whatsoever.

8.5 Advertiser warrants that it will not use the Lead Data in a way that breaches applicable laws and regulations (including the GDPR and laws and regulations on e-mail marketing and telemarketing), nor in a way that otherwise harms Wuzzon’s good name.

8.6 If persons in the file of Lead Data ask Advertiser to block, access or delete their (personal) data, Advertiser will always comply with the request immediately and inform Wuzzon of it. Before notifying Wuzzon, Advertiser will always make every effort to verify the identity of the requester. Advertiser also warrants that it will immediately remove the Lead Data designated by Wuzzon (including, but not limited to, data of persons who have filed a complaint with Wuzzon) from the file of Lead Data it uses and will stop and refrain from any further use of it.

8.7 Wuzzon may (but is not obliged to) add test addresses to the Lead Data to detect possible unauthorised use. If the use of these test addresses shows that Advertiser is not complying with the Agreement (including these Terms and Conditions), this constitutes full proof of its attributable failure, subject to evidence to the contrary from Advertiser.

8.8 If Advertiser acts in breach of Articles 5.6, 7.4, 7.5, 8.4 to 8.6, 9.11, 9.12 and 14, it will by operation of law forfeit to Wuzzon a contractual penalty, not subject to mitigation or set-off, of € 15,000 (fifteen thousand euros) per breach and for each day or part of a day that the breach continues, without prejudice to Wuzzon’s right to compensation for damage suffered and to be suffered and without prejudice to any other right Wuzzon may have.

8.9 If Wuzzon suspects that Advertiser’s use of the Lead Data breaches Articles 8.4 to 8.6 or 9.11, it may withdraw the right of use referred to in Article 8.4 without being liable to Advertiser. Within two working days of Wuzzon’s notice that the right of use is withdrawn, Advertiser will destroy the (relevant) Lead Data and stop using it.

Article 9 Processing of personal data

9.1 If Wuzzon processes Personal Data under the Agreement (for example when generating Lead Data, using the file of e-mail addresses received from Advertiser, managing an MMP or building dashboards with campaign data), Wuzzon acts as processor and Advertiser as controller within the meaning of the GDPR. Advertiser warrants that it is entitled to have Wuzzon process (and thus use) the Personal Data used for the Campaign and that this processing is not unlawful. If the parties have entered into a separate Data Processing Agreement, that agreement applies and this Article 9 only supplements it where it does not cover a matter. If there is no separate Data Processing Agreement, this Article 9 serves as the data processing agreement within the meaning of Article 28 GDPR.

9.2 Wuzzon processes the Personal Data only where necessary to fulfil its obligations under the Agreement and on the basis of Advertiser’s documented instructions. Other processing will only take place on Advertiser’s written instruction or where required by law. Wuzzon will inform Advertiser immediately if, in its opinion, an instruction infringes the GDPR. Wuzzon deletes or anonymises Personal Data no later than four months after receipt, unless the Agreement specifies another period or a statutory retention obligation applies.

9.3 Wuzzon will implement appropriate technical and organisational measures to protect the Personal Data against loss or any form of unlawful processing. Taking into account the state of the art and the costs of implementation, these measures ensure a level of security appropriate to the risks of the processing and the nature of the data to be protected. The measures also aim to prevent unnecessary collection and further processing of Personal Data.

9.4 At Advertiser’s written request, Wuzzon will provide Advertiser with information about the processing of the Personal Data, including the security measures it has taken. Wuzzon demonstrates compliance primarily through documentation, such as a description of its security measures and the certifications or statements of its sub-processors. If that is reasonably insufficient, Advertiser may have an audit carried out by an independent auditor bound by confidentiality, with at least 30 days’ prior notice. Any such audit will always take place during normal office hours. The costs of the audit are borne by Advertiser.

9.5 Wuzzon will make every effort to provide reasonable cooperation with the audits referred to in Article 9.4. It will also provide all reasonable cooperation to Advertiser in fulfilling its obligation to respond to requests from data subjects exercising their rights under the GDPR, and with a data protection impact assessment (DPIA) insofar as it concerns the processing by Wuzzon. Wuzzon may charge reasonable costs for this at its standard hourly rate.

9.6 Advertiser gives Wuzzon general authorisation to engage sub-processors. The current list is set out in Annex 2 to the Data Processing Agreement or is provided on request. Wuzzon will notify Advertiser at least 14 days in advance if it adds or replaces a sub-processor. Advertiser may object on reasonable grounds within that period. The parties will then consult on a solution; Wuzzon may propose an alternative, possibly at additional cost. If the parties cannot agree, Advertiser may terminate the part of the Agreement that cannot be performed without that sub-processor. Wuzzon will enter into an agreement with these sub-processors imposing all relevant obligations under this Agreement and the GDPR, and remains liable to Advertiser for the performance of its sub-processors. Advertiser in any event consents to the Media agreed in the Agreement and the publishers connected to Wuzzon being engaged as sub-processors.

9.7 Wuzzon will notify Advertiser without undue delay, and in any event within 48 hours after Wuzzon becomes aware of it, of any personal data breach within the meaning of Article 4(12) GDPR affecting Advertiser’s Personal Data.

9.8 The notification referred to in Article 9.7 contains, as far as known, relevant information about (i) the nature of the breach, the categories of data subjects and Personal Data and the approximate number of data subjects, (ii) the established and likely consequences of the breach for the processing of the Personal Data and (iii) the measures that will be taken to end or prevent the breach and to limit its adverse effects.

9.9 Wuzzon will keep confidential all Personal Data it processes for Advertiser under the Agreement, and imposes the same confidentiality on its staff. It will not make the Personal Data available to third parties (other than sub-processors) unless required to do so by relevant laws and regulations or a court ruling.

9.10 Wuzzon only transfers Personal Data to countries outside the European Economic Area (EEA) if an adequacy decision of the European Commission applies (such as the EU-US Data Privacy Framework) or if appropriate safeguards are in place, such as the European Commission’s standard contractual clauses. For each sub-processor outside the EEA, the list of sub-processors states the country and the transfer mechanism.

9.11 Advertiser warrants that its use of the Personal Data does not:

(i) harm the privacy interests of the persons from whom the Personal Data originate;

(ii) breach the Agreement, these Terms and Conditions or applicable laws and regulations, including but not limited to the GDPR and the relevant laws and regulations on e-mail marketing, telemarketing, the Dutch do-not-call register (Bel-me-niet Register) and the use of cookies and similar technologies;

(iii) harm Wuzzon’s good name.

9.12 Advertiser warrants that it has a valid legal basis for the processing and, where required, valid consent from data subjects, including for the use of device IDs (such as IDFA and GAID), SDKs and measurement tools in its app and on its website. Advertiser informs data subjects about the processing in its privacy statement.

9.13 When the Agreement ends, Wuzzon will delete the Personal Data or, at Advertiser’s request, first return it, unless a statutory retention obligation applies.

9.14 For data of Advertiser’s contact persons (such as name, e-mail address and job title), Wuzzon is itself the controller. It processes such data in accordance with the privacy statement on its website.

Article 10 Retargeting, tracking and cookies

10.1 If agreed, cookies or similar technologies will be used for the Campaign, including conversion, analytics or retargeting/tracking technologies, SDKs in apps, MMPs and device IDs. These technologies make it possible to follow internet users and app users across different websites and apps and/or to measure the conversion of the Advertisement.

10.2 Advertiser acknowledges and agrees that the use of these cookies and technologies falls under the cookie provision in Article 11.7a of the Dutch Telecommunications Act and the European ePrivacy Directive, and for apps also under the rules of Apple (App Tracking Transparency) and Google. Advertiser warrants that the use of these technologies complies with those rules and that it obtains valid consent from the visitor to its website or the user of its app.

Article 10A Use of AI

10A.1 Wuzzon may use AI Tools in performing the Agreement. Wuzzon only uses business accounts under which Advertiser’s data is not used to train models, and only processes Personal Data in them in accordance with Article 9 and the Data Processing Agreement.

10A.2 Wuzzon checks results created with AI before delivering them and remains responsible for their quality. Actions on behalf of Advertiser that involve costs or go to third parties, such as changing campaigns, bids or budgets or publishing app store texts, are approved by a Wuzzon employee. The limitation of liability in Article 15 also applies to results created with AI.

10A.3 Advertiser may indicate in writing that Wuzzon may not use AI Tools for (part of) the Campaign. Wuzzon will then let Advertiser know whether this affects planning or price.

10A.4 Where required by law or by the policy of a platform, Wuzzon makes images, video or audio created with AI recognisable as such. If Advertiser supplies material created with AI, Advertiser warrants that this is permitted and correctly labelled.

10A.5 To the extent results are created wholly or largely with AI, Wuzzon does not warrant that Intellectual Property Rights exist in them or that Advertiser obtains exclusive rights to them. Article 11 otherwise remains applicable.

10A.6 On request, Wuzzon will inform Advertiser which parts of the Campaign involved AI.

Article 11 Intellectual property

11.1 The Intellectual Property Rights in all documentation, software, reports, Advertisements and all other materials developed and/or used to prepare or perform the Campaign, or resulting from it, are vested exclusively in Wuzzon or its licensors. During the Agreement, Wuzzon grants Advertiser a non-exclusive and non-transferable right to use these materials and the results of the Campaign within its own business and for the agreed objectives. After payment in full, this right of use continues after the Agreement ends for Advertisements, app store texts, screenshots, keyword lists and reports that Wuzzon created and delivered specifically for Advertiser. Wuzzon’s methods, templates, software (such as dashboards and automations) and know-how are excluded.

11.2 The Intellectual Property Rights in Advertiser Content made available to Wuzzon under the Agreement remain with Advertiser or its licensors. Advertiser grants Wuzzon an unlimited and unconditional right to include Advertiser Content in the Advertisements and the agreed Media and otherwise use it to perform the Agreement.

11.3 Advertiser warrants that the materials it provides do not infringe third-party rights and that it is entitled to make them available to Wuzzon.

11.4 Advertiser may not remove notices of rights holders relating to Intellectual Property Rights. The same applies to notices that certain information is confidential.

11.5 Wuzzon may use anonymised and aggregated data on Campaign performance (such as benchmarks for conversion or cost per install) to improve its services, provided this data cannot be traced back to Advertiser or to individuals.

Article 12 Fees

12.1 All fees are exclusive of VAT and stated in euros.

12.2 Fees may consist of one-off or periodic (for example monthly) amounts and amounts that depend on the use or volume of (the results of) the Action (such as the number of views, clicks, installs, calls or Lead Data).

12.3 Wuzzon may index prices and fees once a year in line with the consumer price index of Statistics Netherlands (CBS).

12.4 In addition, Wuzzon and Advertiser may change the prices, models and fees during the term, for example if countries are added or the content of the services changes. Such changes may be agreed by e-mail.

12.5 Wuzzon’s records are decisive for calculating the fees.

12.6 By way of derogation from Article 12.5, if the fee charged by Wuzzon depends on data from Advertiser’s records, Advertiser must provide this data to Wuzzon within 9 days after the end of each month. If in doubt about the accuracy of this data, Wuzzon may file a complaint with Advertiser and inspect Advertiser’s relevant books and records. Advertiser will give Wuzzon access to these books and records within 2 working days of receiving a request to that effect. Wuzzon may make copies for its own records.

Article 13 Payment

13.1 Wuzzon may require advance payment of the fees at any time.

13.2 Wuzzon’s records are decisive for determining the amount of the fees due.

13.3 Payment must be made within 14 days of the invoice date.

13.4 If Advertiser fails to pay any invoice from Wuzzon within the payment term, it is automatically in default, without any notice of default or demand being required. From that moment Advertiser owes interest on the invoice amount of 1% per month, with part of a month counting as a full month.

13.5 If, after notice of default, Advertiser still fails to pay the amount due plus statutory interest, Wuzzon may hand the claim over for collection. In that case, in addition to the principal sum and the statutory interest due on it, Advertiser must pay all extrajudicial and any judicial costs, expressly in addition to any costs awarded by a court. The extrajudicial costs amount to at least 15% of the principal sum, with a minimum of € 250.

13.6 Advertiser may not invoke suspension, set-off or deduction.

Article 14 Confidentiality

14.1 The parties will keep all confidential information received from the other party strictly confidential. Confidential information includes in any event the working methods, methods and techniques underlying the Service, the advice given by Wuzzon to Advertiser and Advertiser’s customer data. The parties also impose this obligation on their employees and on third parties they engage to perform the agreement between the parties.

14.2 Information is in any event confidential if either party has designated it as such.

14.3 The parties only enter the other party’s confidential information into AI Tools that meet Article 10A.1, meaning via a business account under which the data is not used to train models.

Article 15 Liability of Wuzzon

15.1 Wuzzon is not liable for damage suffered by Advertiser, unless the damage was caused by an attributable failure by Wuzzon to perform the Agreement, in which case Wuzzon is only liable for direct damage up to the amount of the fee agreed for the relevant Agreement. In no event will the total compensation exceed € 5,000 per event, with a series of related events counting as one event. This limitation also applies to damage caused by a failure to comply with Article 9 and the Data Processing Agreement, unless the Data Processing Agreement provides otherwise.

15.2 Direct damage means exclusively the costs Advertiser reasonably had to incur to remedy Wuzzon’s failure so that Wuzzon’s performance does conform to the Agreement, reasonable costs to prevent or limit such damage and reasonable costs to determine its cause and extent.

15.3 Any liability of Wuzzon for indirect damage, including but not limited to consequential loss, loss of profit and loss of turnover, is excluded.

15.4 The limitation of liability in this article does not apply to damage caused by wilful misconduct or gross negligence of Wuzzon or its management.

15.5 Advertiser fully indemnifies Wuzzon against all damage, fines and costs (including damage resulting from third-party claims) arising from or related in any way to acts of Advertiser, or third parties it engages, in breach of the Agreement, the Terms and Conditions and/or relevant laws and regulations.

15.6 If and to the extent that a supervisory or judicial authority imposes sanctions on Wuzzon (including fines, suspension of the Campaign or of Wuzzon’s business, or penalty payments) relating to Advertiser’s acts or omissions in breach of the Agreement, the Terms and Conditions and/or relevant laws and regulations, Advertiser fully indemnifies Wuzzon against all resulting damage, fines and costs (of whatever nature).

15.7 Articles 15.5 and 15.6 are without prejudice to all other rights of Wuzzon, including the right to dissolve the Agreement.

15.8 A claim for compensation lapses if Advertiser has not reported the damage to Wuzzon in writing within twelve months after it arose.

Article 15A Force majeure

15A.1 Wuzzon is not obliged to perform an obligation if it is prevented from doing so by force majeure. Force majeure includes outages or failures of the internet, hosting, AI Tools or third-party platforms (such as Apple, Google, Meta and MMPs), changes in their policies or in access to their systems (such as APIs), cyberattacks and failures by Wuzzon’s suppliers.

15A.2 If the force majeure lasts longer than 60 days, either party may dissolve the Agreement in writing, without any obligation to pay compensation. What Wuzzon has delivered up to that point will be invoiced pro rata.

Article 16 Term of the Agreement

16.1 The Agreement is entered into for the agreed term. After that, the Agreement is tacitly renewed each time for a period of three months, unless one or both parties terminate it in writing no later than one (1) month before the start of the next period.

16.2 Wuzzon may suspend performance of the Agreement in whole or in part if Advertiser fails to meet its obligations under the Agreement, or if Wuzzon has good reason to fear that Advertiser cannot meet its (payment) obligations, without prejudice to any other right of Wuzzon. As soon as Advertiser performs the Agreement and/or provides sufficient security for its obligations, Wuzzon will lift the suspension.

16.3 Without prejudice to all other rights, either party may dissolve the Agreement in whole or in part with immediate effect, without judicial intervention and without notice of default, if the other party:

• has applied for or been granted a suspension of payments;
• has been declared bankrupt or a bankruptcy petition has been filed.

16.4 Termination, suspension or dissolution of the Agreement does not release Advertiser from its obligation to pay for all work and activities already performed by Wuzzon; these will still be invoiced by Wuzzon and are immediately due. Amounts invoiced by Wuzzon before termination in connection with what it has already performed or delivered under the Agreement become immediately due at the moment of termination.

16.5 Provisions which by their nature are intended to survive termination of the Agreement remain in force after termination.

16.6 Immediately after termination of the Agreement, for whatever reason, Advertiser will stop using the Campaign and destroy or return all materials made available by Wuzzon for the Campaign, except materials for which it has a continuing right of use under Article 11.1. Wuzzon handles the Personal Data in accordance with Article 9.13 and the parties will ensure that Wuzzon’s access to the Advertiser Accounts is revoked.

Article 17 Final provisions

17.1 If a provision of these Terms and Conditions is void or otherwise unenforceable, the other provisions remain in full force. Wuzzon may replace the void or unenforceable provision with a comparable provision that is enforceable and not void.

17.2 Wuzzon may transfer its rights and obligations under the Agreement to a third party in the context of a transfer of its business.

17.3 Once these Terms and Conditions have applied to a legal relationship between Wuzzon and Advertiser, Advertiser is deemed to have agreed in advance to their applicability to agreements concluded subsequently.

17.4 The Agreements are governed by Dutch law. All disputes arising from or relating to the Agreements will be submitted exclusively to the competent court in Amsterdam.

17.5 These Terms and Conditions are available in Dutch and English. In the event of any difference between the Dutch and English texts, the Dutch text prevails.