§ 1 Scope of Application

1.1 These General Terms and Conditions (“Terms”) govern all contracts between ADGENTIC Iberia S.L., Plaza de España 11, 1º, 07002 Palma de Mallorca, Spain, NIF B22990725, registered in the Registro Mercantil de Palma de Mallorca, Sección 8, Hoja PM-104904, Inscripción 1 (“Adgentic”, “we”) and its customers (“Customer”, “you”) concerning use of the Adgentic AI platform accessible at adgentic-ai.com and its associated applications (the “Platform”).

1.2 The Platform is offered exclusively to businesses: entrepreneurs, professionals, legal entities, and public-law bodies acting in the course of their commercial or professional activity (Art. 4 Spanish Consumer Act / Art. 2 Ley 3/2004). The Customer confirms in the Order Form that it is contracting for commercial purposes. Adgentic does not contract with consumers, and the statutory consumer withdrawal right does not apply.

1.3 The Customer’s own general terms and conditions do not apply, even where Adgentic performs without objecting to them. Deviating agreements are binding only in text form and signed by an authorized representative of Adgentic.

§ 2 Subject Matter of the Agreement

2.1 Adgentic provides the Customer with access to the Platform for the term and within the scope agreed in the Order Form, together with the onboarding and enablement services described in § 2.5.

2.2 The Platform is an AI system that plans, researches, produces, reviews, and optimizes advertising and marketing work. Its capabilities are delivered through a crew of named AI agents (for example Adlyn for orchestration, Ravi for research, Cristin for creative, Aren for art direction, Sofi for social, Patrick for performance, Benn for brand, Cora for compliance). Agent names, roles, and the division of work between them are product features, not contractual deliverables, and may change as the Platform develops.

2.3 The functional scope in force is set out in the Service Description. The Service Description forms part of the contract. Where it conflicts with these Terms, the Service Description prevails on questions of functional scope; these Terms prevail on all legal questions.

2.4 Adgentic owes the provision of the Platform, not any specific advertising, commercial, or campaign result. No sales, reach, ranking, conversion, or return-on-ad-spend outcome is warranted.

2.5 Onboarding and enablement. Adgentic sets up the Customer’s tenant, connects the Customer’s own accounts at third-party platforms in cooperation with the Customer, configures brand and account context, and trains the Customer’s Users, to the extent stated in the Order Form. Unless the Order Form provides otherwise:

• onboarding is a service performed with due care, not a work product owed to a defined result;
• it is included in the subscription fee and no separate onboarding fee is charged;
• the target completion date is an estimate and depends on the Customer’s cooperation under § 5;
• work beyond the onboarding scope stated in the Order Form (further integrations, data migration, bespoke workflows, additional training) is agreed separately and billed at Adgentic’s then-current rates.

2.6 Where the Order Form provides for Adgentic to operate campaigns, produce assets, or otherwise act on the Customer’s behalf beyond providing the Platform, the scope, deliverables, and approval process are set out in the Order Form or a separate statement of work. Approval and release of any output for publication remains with the Customer (§ 8.5).

§ 3 Conclusion of Contract

3.1 The presentation of the Platform on adgentic-ai.com, and any price list, demo, pilot result, or indicative quotation, is an invitation to treat and not a binding offer by Adgentic.

3.2 Order Form. Adgentic issues the Customer a written offer (“Order Form”) stating at least: the contracting entities, the plan and functional scope, the number of seats or usage units, the fees and billing interval, the term and start date, the onboarding scope under § 2.5, and any agreed deviations from these Terms.

3.3 The contract is concluded when the Customer accepts the Order Form in text form – by signature, electronic signature, or unambiguous confirmation by email from an authorized representative – within its validity period, and Adgentic confirms acceptance in text form. Deviating acceptances count as a new offer and require Adgentic’s confirmation.

3.4 Accounts are created and issued by Adgentic, not by the Customer. Adgentic provisions the tenant and the initial administrator account after conclusion of the contract. The Customer names the authorized administrator, who may then invite further Users within the seats acquired.

3.5 The Customer acquires at least the minimum number of seats or usage units stated in the Order Form. Additional seats or units may be added during the term by agreement in text form and are billed pro rata from activation.

3.6 The Customer must provide accurate and complete contracting, contact, and billing data and keep it current. Adgentic is not obliged to verify it.

3.7 Trials, pilots, and proofs of concept. Where a trial, pilot, or proof of concept is agreed, its scope, duration, success criteria, and fees (if any) are set out in the Order Form or a separate pilot agreement. Unless agreed otherwise:

• it may be terminated by either party at any time in text form, without cause and without additional cost;
• it does not convert automatically into a paid subscription – conversion requires a new Order Form under § 3.3;
• it is provided “as is”, with the exclusions and limits of § 11 applying to the fullest extent permitted by law, and without the availability target in § 4.2;
• results, benchmarks, and outputs from it are confidential to both parties under § 13.4 and may be published only with the other party’s prior approval in text form.

§ 4 Services Provided by Adgentic

4.1 Access. Adgentic makes the Platform available over the internet for the term of the contract. The handover point is the exit of Adgentic’s hosting environment to the public internet. The internet connection, browser, and end devices are the Customer’s responsibility.

4.2 Availability. Adgentic targets an availability of 99.5 % measured per calendar month, excluding announced maintenance windows and downtime outside Adgentic’s control (including outages at the Customer’s connected advertising, commerce, or messaging platforms). Announced maintenance is scheduled outside 08:00-20:00 CET on business days wherever reasonably possible.

4.3 EU hosting. Customer data is stored in the EU/EEA. Where an individual sub-processor operates outside the EU/EEA, this is disclosed in the Sub-processor Register together with the applicable transfer safeguard. Adgentic will not relocate primary storage of Customer data outside the EU/EEA without prior notice under § 14.

4.4 Further development. Adgentic may modify, extend, and further develop the Platform, including the models and agents used, provided the agreed core functions are preserved. Adgentic will give notice under § 14 of changes that materially reduce the agreed functional scope.

4.5 Model providers. The Platform uses third-party foundation models routed through Adgentic’s inference layer. Adgentic selects and may replace model providers at its discretion, subject to the sub-processor notice obligations in the DPA (§ 13) and the no-training commitment in § 8.6.

4.6 Third-party services. Where the Platform connects to the Customer’s own accounts at advertising, commerce, analytics, or messaging platforms (for example Meta, Google, Shopify, Klaviyo, TikTok), the terms and policies of those providers apply to the Customer’s relationship with them. Adgentic does not owe their availability, feature set, API stability, or approval decisions, and is not responsible for account suspensions or ad disapprovals imposed by them.

4.7 Users. The Customer may grant access to its employees and to contractors bound to it in writing (“Users”), within the number of seats acquired. Credentials are personal and must not be shared. The Customer ensures its Users comply with these Terms and is responsible for their conduct as for its own.

4.8 Suspension. Adgentic may suspend or restrict access, in whole or in part, on notice where reasonably necessary because of a material breach of § 5 or § 6, an acute security risk, a legal obligation, or a payment default under § 7.6. Adgentic will limit suspension to what is necessary and restore access once the cause is removed. The Customer’s payment obligation is unaffected where the cause lies within its sphere.

4.9 Beta and early-access features. Adgentic may make features available marked beta, preview, early access, or experimental. Such features are provided “as is” and “as available”, and are excluded from: the availability target in § 4.2 and the fitness undertaking in § 9.1. The liability limits in § 11 apply to them to the fullest extent permitted by law. Adgentic may change or withdraw a beta feature at any time without notice and without liability, gives no assurance that it will reach general availability, and does not warrant that data created in it will be preserved. Use is voluntary. The Customer must not rely on beta features in production campaigns without independent verification.

§ 5 Customer Cooperation Obligations

5.1 The Customer provides, in good time and in usable form, the data, brand assets, account access, approvals, and contact persons that Adgentic needs to perform (the “Input”).

5.2 The Customer is responsible for the lawfulness of its Input: it warrants that it holds the necessary rights, licences, and permissions – including in relation to trademarks, images, model and personality rights, music, and third-party content – and that it has a valid legal basis under data protection law for any personal data it makes available.

5.3 The Customer keeps credentials, API keys, and access tokens confidential, uses named accounts, activates multi-factor authentication where Adgentic offers it, and notifies Adgentic without undue delay of any suspected compromise.

5.4 The Customer maintains state-of-the-art protection of the systems it uses against malware and unauthorized access.

5.5 The Customer is responsible for backing up its own data and its exported Outputs unless a backup is expressly included in its plan. Adgentic’s own backups under Annex II of the DPA serve service continuity and do not replace the Customer’s backup.

5.6 Where the Customer causes delays or impediments in breach of §§ 5.1 to 5.5, Adgentic is released from the affected obligations for the duration and may charge the reasonable additional effort at its then-current rates.

§ 6 Acceptable Use; Prohibited Uses

6.1 The Customer may use the Platform only through the functions provided and within the agreed scope. Circumventing usage limits, automated bulk extraction, load testing, penetration testing without prior written consent, and resale or provision of the Platform to third parties as a service are prohibited.

6.2 The Customer must not use the Platform to generate, process, or distribute content that:

• is unlawful, or infringes third-party intellectual property, personality, or data protection rights;
• is unconstitutional, glorifies violence, incites hatred, or is racist, discriminatory, or extremist;
• is threatening, defamatory, or obscene;
• is deceptive or misleading advertising, or breaches applicable advertising, competition, or sector-specific rules (e.g. health claims, financial promotions, pharmaceuticals);
• impersonates a real person or organization without authorization, or produces synthetic media of an identifiable person without a lawful basis and their consent where required;
• amounts to a prohibited AI practice under Art. 5 of Regulation (EU) 2024/1689 (EU AI Act), including manipulative or exploitative techniques, social scoring, or unlawful biometric categorization;
• constitutes prohibited profiling or targeting of minors, or targeting based on special-category data, contrary to Art. 26 and Art. 28 of Regulation (EU) 2022/2065 (DSA).

6.3 The Customer must not attempt to extract model weights, prompts, or system instructions, nor use Outputs to train a competing AI model or service.

6.4 Adgentic does not pre-screen Customer Input or Output. The compliance functions of the Platform, including the Cora agent, are decision-support tools and do not constitute legal advice or a warranty of compliance.

6.5 Model-provider policies. The usage and acceptable-use policies of the foundation-model providers behind the Platform apply to the Customer’s use in addition to these Terms. Adgentic makes the applicable policies available and notifies material changes under § 14. Where a model-provider policy is stricter than these Terms, the stricter provision applies. Breach of a model-provider policy is a breach of this § 6.

6.6 Content filters and provenance. The Customer must not disable, circumvent, or degrade the Platform’s content filters, safety mitigations, or provenance signals, and must not remove, alter, or suppress watermarks, content credentials (C2PA), or AI-marking metadata attached to generated media. Doing so breaches these Terms and may breach Art. 50 of the EU AI Act.

6.7 Advertising-platform policies. Where the Customer uses the Platform to create, manage, or publish advertising on third-party platforms (§ 4.6), the Customer must comply with those platforms’ advertising policies, developer and platform terms, and data-use restrictions. Adgentic acts in relation to certain platforms as an approved technology or business partner and is subject to flow-down obligations under their platform terms; the Customer must comply with those obligations. Adgentic may suspend an affected integration under § 4.8 where a platform requires it, or where continued use would place Adgentic’s partner status at risk.

§ 7 Prices and Terms of Payment

7.1 The Customer pays the fees stated in the Order Form for the agreed plan, minimum seats, and any additional usage units. All fees applicable to the contract are disclosed in the Order Form before it is concluded.

7.2 All prices are net of VAT and any other applicable taxes and levies, which are added at the statutory rate. The Customer bears all such taxes other than taxes on Adgentic’s income. Where a supply is subject to the reverse charge, the Customer provides a valid VAT identification number and is responsible for its accuracy; where it is invalid or withdrawn, Adgentic may invoice Spanish VAT.

7.3 Billing is monthly or annually in advance, as agreed in the Order Form. Invoices are issued electronically by Adgentic or its payment provider Stripe approximately 14 days before the start of the next billing period, to the billing contact named in the Order Form.

7.4 Payment is made by bank transfer to the account stated on the invoice or, where the Customer has stored one, by the agreed payment method; the Customer then ensures sufficient cover or credit. Payment is due within 30 days of the invoice date and in any event within the maximum periods permitted by Ley 3/2004 (60 days for commercial transactions).

7.5 Adgentic may adjust prices with effect from the next renewal period on at least 60 days’ prior notice. Where the increase exceeds 10 % over the previous period’s price, the Customer may terminate with effect from the date the new price would take effect, by notice within 30 days of the price notice.

7.6 On default, Adgentic is entitled to statutory late-payment interest for commercial transactions under Ley 3/2004 (European Central Bank reference rate plus 8 percentage points) and to the statutory fixed recovery amount of EUR 40 per invoice, in each case without prejudice to further damages. Adgentic may suspend access under § 4.8 after a further 10 days’ notice.

7.7 The Customer may set off only against claims that are undisputed or established by final judgment, and may exercise a right of retention only on claims arising under this contract.

7.8 Usage limits and overage. The Order Form states the included usage volume (for example generations, assets, connected accounts, or units of model consumption). Adgentic measures consumption and makes the current figure visible to the Customer in the Platform, and notifies the Customer on reaching 80 % of the included volume. On the volume being exceeded, Adgentic applies whichever of the following the Customer elected in the Order Form:

• (a) generation is throttled or paused until the next billing period or an upgrade takes effect; or
• (b) the excess is billed at the overage rate stated in the Order Form.

Absent an election, (a) applies. Adgentic may apply reasonable technical rate limits to protect platform stability and prevent abuse, and will not use them to reduce the included volume. Where model-provider costs for a specific model rise materially and durably beyond Adgentic’s control, Adgentic may adjust the units attributable to that model on 30 days’ notice; the Customer’s remedy is the termination right in § 7.5 applied mutatis mutandis.

§ 8 Rights of Use; Input and Output

8.1 Licence to the Platform. For the term of the contract, Adgentic grants the Customer a non-exclusive, non-transferable, non-sublicensable right, unlimited in territory, to use the Platform in accordance with these Terms and the number of seats acquired.

8.2 Reproduction, decompilation, disassembly, and reverse engineering of the Platform are prohibited except to the extent mandatory law permits them. Documentation and materials may not be passed to third parties without prior consent in text form.

8.3 Input. The Customer retains all rights in its Input. The Customer grants Adgentic a licence to use the Input for the term, limited to what is necessary to provide the Platform, to generate Output, and to fulfil the Customer’s instructions.

8.4 Output. To the extent that rights in the Output arise for Adgentic, Adgentic assigns them to the Customer on generation, unrestricted in territory, time, and content, subject to payment of the fees due. The assignment covers only Output that is not identical to third-party material and in which no third-party rights subsist.

8.5 Nature of AI Output. The Customer acknowledges that AI-generated Output (a) may be inaccurate, incomplete, or unsuitable for the intended purpose, (b) is not necessarily unique – comparable prompts may produce similar Output for other customers – and © may not be protectable by copyright in every jurisdiction. The Customer is responsible for reviewing, approving, and releasing all Output before publication or use in market, including checking factual accuracy, claim substantiation, and third-party rights. Adgentic recommends documented human review of every published asset. Adgentic gives no indemnity in respect of Output (§ 10.1).

8.6 No training on Customer data. Adgentic does not use Customer Input or Output to train foundation or general-purpose AI models, whether its own or those of third parties, and contractually requires the same of its model sub-processors. Aggregated and anonymized statistics that permit no attribution to the Customer or to natural persons may be used to operate, secure, and improve the Platform. Product-level use of identifiable Customer content beyond service provision requires the Customer’s separate, revocable, opt-in consent.

8.7 AI Act roles and transparency. In relation to Regulation (EU) 2024/1689 (EU AI Act):

• (a) Roles. Adgentic is the provider of the Platform as an AI system; the Customer is its deployer.
• (b) Adgentic’s marking obligation. As provider of an AI system generating synthetic image, audio, or video content, Adgentic marks Output in a machine-readable format detectable as artificially generated or manipulated, in accordance with Art. 50(2), and applies content credentials or equivalent provenance signals where technically available for the model used. Where a model does not support marking, Adgentic states this in the Service Description.
• © The Customer’s disclosure obligation. The Customer, as deployer, is responsible for the disclosures owed under Art. 50(4) where it publishes deepfake or artificially generated or manipulated content, and for any further labelling required by advertising, media, or platform rules in its markets. The Customer must not defeat the marking under (b) – § 6.6.
• (d) AI literacy. Each party ensures a sufficient level of AI literacy among its staff operating the Platform, in accordance with Art. 4.
• (e) Rebadging and modification. Where the Customer places the Platform or its Output on the market under its own name or trademark, substantially modifies the Platform, or puts it to a purpose that makes it a high-risk AI system, the Customer may itself become a provider under Art. 25 and assumes the corresponding obligations. The Customer notifies Adgentic in text form before doing so.
• (f) Not for high-risk use. The Platform is not intended for use as, or as a component of, a high-risk AI system under Annex III of that Regulation, and must not be so used without Adgentic’s prior agreement in text form.

8.8 Adgentic’s rights. All rights in the Platform, its models, workflows, agent designs, and documentation remain with Adgentic or its licensors. Use beyond the acquired licences entitles Adgentic to compensation for the additional use in the amount of the corresponding list price, without prejudice to further claims.

§ 9 Defects and Defects of Title

9.1 Adgentic provides the Platform in a condition suitable for contractual use and maintains it in that condition. The Customer notifies defects in text form with a description that allows reproduction.

9.2 Where the Platform infringes third-party rights, Adgentic may at its choice modify it, procure the necessary rights, or replace the affected function with an equivalent one. Where none of these is possible on reasonable terms, either party may terminate the affected part of the contract for cause; Adgentic refunds prepaid fees for the unused remainder.

9.3 The Customer notifies Adgentic without undue delay of any third-party claim asserting infringement through use of the Platform, leaves the conduct of the defence to Adgentic where Adgentic so requests, and supports it reasonably. Adgentic’s obligations under this § 9 do not apply where the claim arises from the Customer’s Input, from the Customer’s modification or off-spec use of the Platform, or from Output the Customer published without the review required by § 8.5.

9.4 This § 9 concerns the Platform itself. It does not extend to claims that Output, including generated images and video, infringes third-party rights; those are allocated by §§ 8.4, 8.5, and 10.

§ 10 Indemnity

10.1 Output. Responsibility for Output, including generated images and video, is allocated by §§ 8.4 and 8.5. Adgentic gives no warranty, and assumes no obligation to defend or indemnify the Customer, in respect of a claim that Output infringes third-party rights. § 9 applies to the Platform itself and not to Output.

10.2 Customer indemnity. The Customer indemnifies Adgentic against third-party claims, including reasonable legal defence costs, arising from the Customer’s Input, from its publication or use of Output, or from a culpable breach of § 5 or § 6, unless the Customer is not responsible for the breach.

§ 11 Liability

11.1 Adgentic is liable without limitation for wilful misconduct (dolo) and gross negligence (culpa grave), for death or personal injury caused by its fault, for fraudulent concealment of a defect, under any guarantee it has expressly given, and in every other case in which liability may not be limited under mandatory Spanish law. Art. 1102 of the Spanish Civil Code, under which any waiver of liability for dolo is void, is unaffected.

11.2 In all other cases, Adgentic’s liability is limited to damage that is a direct and necessary consequence of the breach and that was foreseeable at the time the contract was concluded (Arts. 1106 and 1107 of the Spanish Civil Code), and in the aggregate to the fees paid by the Customer under this contract in the twelve months preceding the event giving rise to liability. Where the contract has been in force for less than twelve months, the aggregate limit is the fees actually paid.

11.3 Save in the cases of § 11.1, Adgentic is not liable for lost profit, lost revenue, lost advertising spend or media budget, wasted expenditure, lost opportunities, loss of goodwill or reputation, or any other indirect or consequential damage.

11.4 Liability for loss of data is limited to the effort that would have been required to restore the data had the Customer maintained proper, regular backups appropriate to the risk (§ 5.5).

11.5 The limitations in this § 11 apply equally to the personal liability of Adgentic’s legal representatives, employees, and subcontractors.

11.6 Liability for the processing of personal data is governed by the DPA and, where applicable, the Standard Contractual Clauses; those provisions take precedence over this § 11 to the extent mandatory law so requires.

11.7 Claims relating to Output, including claims that Output infringes third-party rights, are subject to the limits in this § 11 without exception; Adgentic gives no indemnity in respect of Output (§ 10.1).

§ 12 Term and Termination

12.1 The contract begins on the start date stated in the Order Form, or, absent such a date, on Adgentic’s confirmation of acceptance under § 3.3, and runs for the term stated in the Order Form.

12.2 A monthly subscription renews automatically by one month unless terminated with 14 days’ notice to the end of the current period. An annual subscription renews automatically by one year unless terminated with one month’s notice to the end of the current period.

12.3 A trial, pilot, or proof of concept may be terminated at any time, without cause or cost, in text form (§ 3.7).

12.4 The right to terminate for good cause remains unaffected for both parties. Good cause exists for Adgentic in particular where the Customer is in default with payments equal to two billing periods, or repeatedly breaches § 6 despite warning.

12.5 Notice of termination must be given in text form to hello@adgentic-ai.com, or, where Adgentic provides a cancellation function in the account, through that function.

12.6 On termination, the Customer’s access ends. On request within 30 days after the end of the contract Adgentic makes the Customer’s exportable data available for export in their native format; thereafter Adgentic deletes it in accordance with § 10 of the DPA, unless retention is legally required. Prepaid fees are not refunded except in the cases of §§ 7.5, 9.2, and 14.3.

§ 13 Data Protection and Confidentiality

13.1 Where Adgentic processes personal data on the Customer’s behalf, the Data Processing Agreement concluded under Art. 28 GDPR applies and forms part of this contract. In case of conflict, the SCCs prevail over the DPA, and the DPA prevails over these Terms on data protection questions.

13.2 The current Sub-processor Register is published on Adgentic’s website. Adgentic gives at least 14 days’ prior notice of the addition or replacement of a sub-processor; the Customer’s objection right is governed by § 7.2 of the DPA.

13.3 Adgentic’s processing of data for its own purposes – account administration, billing, security, and platform operation – is described in the Privacy Policy at https://www.adgentic-ai.com/data-policy/.

13.4 Each party keeps confidential the other’s confidential information, uses it only for the purposes of this contract, and discloses it only to employees and contractors bound by equivalent confidentiality obligations. The obligation does not apply to information that is public, was already lawfully known, was lawfully obtained from a third party, was independently developed, or must be disclosed by law or authority order – in the last case with prior notice to the other party where legally permitted. The obligation survives the contract by three years.

13.5 Adgentic maintains an information security management framework, including the technical and organizational measures in Annex II of the DPA, and notifies the Customer of personal data breaches within the period stated in § 8.3 of the DPA.

13.6 Security assurance. On reasonable notice, no more than once per contract year, and additionally after a security incident affecting the Customer, Adgentic will respond to a reasonable written security questionnaire and make available a summary of its information-security framework, a summary of its most recent vulnerability scanning or penetration testing, and any independent certifications or audit reports it holds. Where Adgentic holds a current independent report or certification covering the matters asked about, it may satisfy this obligation by providing it. This § 13.6 confers no right of on-site or hands-on inspection, and no right to conduct penetration testing or security scanning against the Platform (§ 6.1). Audit rights concerning personal data are governed by § 11 of the DPA and are unaffected by this § 13.6.

§ 14 Amendments to these Terms and the Service Description

14.1 Adgentic may amend these Terms and the Service Description where necessary for operational or technical reasons, to reflect changes in the Platform, to comply with legal or regulatory requirements, or to prevent abuse, provided the amendment is reasonable for the Customer taking account of Adgentic’s interests and does not upset the balance of the contract.

14.2 Adgentic notifies the Customer of the amendment by email at least 30 days before it takes effect, together with the changed provisions and a note of the Customer’s rights under § 14.3.

14.3 The Customer may object in text form before the amendment takes effect. On objection, Adgentic may terminate the contract with effect from the date the amendment would take effect and refunds prepaid fees pro rata for the unused remainder. Adgentic points out this consequence in the notice.

14.4 Amendments that are purely editorial, or that add functions without affecting the Customer’s obligations or fees, may be made without the procedure under §§ 14.2 and 14.3.

14.5 Amendments to prices are governed exclusively by § 7.5.

§ 15 References

15.1 Adgentic may name the Customer and use its name and logo as a reference on its website and in marketing materials, presentations, and proposals.

15.2 The Customer may object to this at any time in text form, with effect for the future.

15.3 Any publication of case-study content, figures, or results requires the Customer’s prior approval in text form.

§ 16 Miscellaneous

16.1 The Customer may transfer rights and obligations under this contract only with Adgentic’s prior consent in text form. Adgentic may transfer the contract to an affiliated company or to an acquirer of the business, on notice to the Customer.

16.2 Neither party is liable for failure to perform caused by force majeure, including natural events, war, acts of authority, general failure of telecommunications networks, and industrial action not attributable to that party, for the duration of the event. Payment obligations already accrued are unaffected.

16.3 This contract, together with the Order Form, any statement of work, the Service Description, the DPA, and the Sub-processor Register, contains the entire agreement between the parties on its subject matter and supersedes prior proposals, demonstrations, pilot arrangements, and representations. Nothing in this clause excludes liability for fraud or for wilful misconduct (§ 11.1). Order of precedence: SCCs → DPA → statement of work → Order Form → these Terms → Service Description on legal questions; on questions of functional scope, the Service Description prevails over these Terms.

16.4 The contract language is English. Where Adgentic provides a translation, the English version prevails in case of discrepancy.

16.5 This contract is governed by the law of Spain, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.6 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Palma de Mallorca, Spain, where the Customer is a merchant, a legal entity under public law, or has no general place of jurisdiction in Spain. Adgentic remains entitled to sue at the Customer’s general place of jurisdiction.

16.7 Should individual provisions be or become invalid, the validity of the remainder is unaffected. The invalid provision is replaced by the applicable statutory provision, or, where none exists, by a valid provision that comes closest to the parties’ economic intent.

16.8 Notices. Notices under this contract must be in text form. They are sent: to Adgentic, at hello@adgentic-ai.com, with a copy to the registered address in § 1.1; to the Customer, at the contact addresses stated in the Order Form. Each party keeps its notice addresses current. A notice sent by email is deemed received on the next business day at the recipient’s place of business, unless the sender receives a delivery failure notification. Notices of termination (§ 12) and of amendment (§ 14) must additionally be sent to any escalation contact named in the Order Form.

16.9 Survival. The following survive termination or expiry: §§ 5.2, 6.3, 6.6, 8.2 to 8.8, 9.3, 10, 11, 12.6, 13, 15.3, and 16, together with any payment obligation accrued before termination and any other provision that by its nature is intended to survive. § 6.6 survives because the Customer may continue to hold and use Output exported before termination. The confidentiality obligation in § 13.4 survives for the period stated there.

16.10 Subcontractors. Adgentic may perform its obligations through subcontractors, including freelancers and affiliated companies, and remains fully responsible for their performance as for its own. Subcontractors that process personal data are engaged as sub-processors under the DPA and disclosed in the Sub-processor Register (§ 13.2). Adgentic binds its subcontractors to confidentiality and security obligations no less protective than those in this contract.

16.11 Sanctions, export control, and anti-corruption. Each party warrants that it is not, and is not owned or controlled by, a person subject to EU, UN, UK, or US sanctions, and that it will not use or make the Platform available in breach of applicable sanctions or export-control law. The Customer will not access the Platform from, or direct Customer data to, a jurisdiction where this would breach such law. Each party complies with applicable anti-bribery and anti-corruption law. Breach of this § 16.11 is good cause for termination under § 12.4.

16.12 Feedback. Where the Customer provides suggestions, ideas, feature requests, or other feedback about the Platform, Adgentic may use it without restriction, obligation, or compensation to operate and improve the Platform. This transfers no right in the Customer’s Input, Output, brand assets, or confidential information, and Adgentic will not identify the Customer as the source without its consent.