These Terms govern the relationship between Top Digital Agency Ltd (Ireland) and Top Digital d.o.o. (Croatia) and any client that accesses or uses our digital advertising services.
These Terms and Conditions (“Terms”) govern the relationship between Top Digital Agency Limited Ireland and Top Digital d.o.o. Croatia (“Company,” “we,” or “us”), operator of spona-performance.com, and any individual or entity (“Client,” “you”) that accesses or uses our digital advertising services.
The Company is in the business of advertising on social media and digital platforms, including Meta, Google, Twitter, Snapchat, TikTok, Reddit, Bing, (collectively, Applicable Platforms), providing media planning, buying, scheduling, and worldwide digital marketing consultancy services.
By engaging with our services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. These Terms constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior agreements, understandings, and arrangements.
For the purposes of these Terms, the following definitions apply:
By using our services the Company will assist the Client with media planning, buying, and placing the Client's advertising accounts under the Company's Business Manager, subject to the Client's compliance with all payment and other obligations set out herein.
Depending on the scope of the Client's advertising budget and media spend, the Company may provide additional consulting services including:
Regardless of budget level, the Client will always have access to:
The Company's support team is available Monday to Friday, 8:00 AM – 4:00 PM (GMT+2). The Company reserves the right to determine the scope of dedicated support based on the volume of advertising conducted through the Company.
If an Authorized Associate will carry out advertising activities on the Client's behalf, the Client must inform the Company in advance. The Client remains fully and primarily responsible for ensuring the Authorized Associate's compliance with these Terms in all respects, as if the Client had performed those activities itself.
The Client is responsible for managing its advertising activities on the Applicable Platforms, including planning, executing, and analysing self-service advertising purchases through its Advertising Accounts, in accordance with each platform's applicable advertising terms:
These platform terms may be amended from time to time and the Client is responsible for monitoring and adhering to the most current version.
The Client undertakes to:
The Client acknowledges that advertising content is subject to review and approval by the Applicable Platforms at their sole discretion. The Company accepts no liability for the rejection of any advertising content by an Applicable Platform.
The Company reserves the right, at its sole discretion, to refuse to set up or to discontinue maintaining any Advertising Account under its Business Manager if the Company reasonably determines that such account poses a legal, financial, or reputational risk to the Company.
The Client leases advertising space on the Applicable Platforms in accordance with pricing terms set by each platform, including real-time auction principles (e.g., Meta) and goal-based bidding models (e.g., Snapchat). Prices are not fixed and are subject to real-time supply and demand. The Company has no influence over and accepts no responsibility for platform pricing.
The fee structure, tiers, and minimum monthly spend are set out on the Pricing page of spona-performance.com. All fees are subject to change with notice.
The Client acknowledges and agrees that service fees paid to the Company are non-refundable, including in cases of early campaign termination, temporary absence, or any other reason.
Interest on undisputed amounts unpaid more than ten (10) days after the due date shall accrue from the due date at the highest rate permitted by applicable law.
If a Client's Advertising Account is suspended or disabled by an Applicable Platform, the Company will charge a non-refundable fee of €500.00 (five hundred euros) per account for attempting to reinstate the account, where such reinstatement is available. This fee is payable in advance.
The Client is strictly prohibited from engaging in any form of deceptive advertising, misrepresentation, or misleading conduct in connection with any creatives, campaigns, or materials submitted to or approved by the Company. This includes, without limitation, the substitution, modification, or alteration of approved creatives without the Company's prior written consent, as well as any other conduct that constitutes a material breach of these Terms or that may mislead consumers, third parties, or regulatory authorities.
Any violation of the foregoing shall constitute a serious breach of these Terms and may result in the immediate suspension or termination of services, without prejudice to any other rights or remedies available to the Company.
The Client may transfer unspent advertising budgets between Advertising Accounts where permitted by the Applicable Platforms. Any request for a full refund of unspent budget constitutes formal notice of termination of the agreement.
Refunds of unspent advertising budgets are subject to approval by the relevant Applicable Platform and will only be issued once such funds have been actually credited to and received by the Company. No refunds will be issued in cases involving intentional policy violations, misuse of advertising accounts, breaches of platform terms, or any conduct resulting in suspension, forfeiture of funds, or other platform-imposed penalties.
Each Party agrees to indemnify, defend, and hold harmless the other Party and its affiliates, directors, officers, employees, and agents against all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from: (a) a breach of any representation or warranty under these Terms; (b) a breach of applicable law; or (c) gross negligence or wilful misconduct.
The Company shall not be liable for any indirect, consequential, or special damages, including loss of profits, even if advised of the possibility of such damages. The Company's aggregate cumulative liability under these Terms shall not exceed the total amounts invoiced to the Client in the preceding 12 months.
The Client represents and warrants that any content or materials provided to the Company do not and will not infringe any intellectual property or other proprietary rights of any third party.
The Client agrees to indemnify and hold harmless the Company against any damages, losses (including loss of profits and consequential or indirect damages), and costs arising from any third-party intellectual property infringement connected to materials provided by the Client.
The Client represents and warrants that it is not, and will not become, a sanctioned person or entity under any trade, economic, or financial sanctions enforced by the United States, the European Union, the United Kingdom, or the United Nations Security Council. This includes not being located in or associated with any sanctioned territory (currently including Cuba, Iran, Russia, North Korea, Syria, and the Crimea, Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine).
The Client further represents that it has not engaged in any dealings with sanctioned persons or territories in the past five years and will not do so in connection with these Terms.
In performing its obligations, the Client shall comply with all applicable laws and regulations, including all applicable sanctions, anti-money laundering regulations, and anti-corruption laws (including the US Foreign Corrupt Practices Act, the UK Bribery Act, and the European Whistleblower Protection Directive).
These Terms are governed by and construed in accordance with the laws of Ireland. The Parties agree to attempt to resolve any disputes arising out of or in connection with these Terms by mutual agreement. In the event of unresolved disputes, the courts in Dublin, Ireland shall have exclusive jurisdiction.