MA, The AI Marketing Agency
General Terms and Conditions
Important note
These terms are a business template. They are not legal advice. Have a qualified attorney review and adapt them for your situation and jurisdiction.
1. Formation of the agreement and order of documents
1.1 A binding agreement between TAMA and the client comes into existence only in writing. Email and other common electronic means count as writing.
1.2 These General Terms and Conditions apply to all offers, proposals, statements of work, and agreements from TAMA.
1.3 Any general terms used by the client are expressly rejected and do not apply.
1.4 If there is any conflict, the following order of precedence applies to clarify what was agreed:
a) a signed main agreement or statement of work,
b) the latest TAMA proposal or quotation that led to the agreement,
c) these General Terms and Conditions,
d) earlier correspondence between the parties.
2. Services, scope, and performance standard
2.1 TAMA delivers professional marketing and related services on a best efforts basis. We strive for measurable results, but marketing outcomes can vary. No promise of a specific result is given unless this is clearly agreed in writing.
2.2 Any indication of timelines, performance, reach, clicks, rankings, or revenue impact is an estimate. It is not a guarantee.
2.3 TAMA may engage qualified third parties to help deliver the services. Costs for such third parties will be charged only with the client’s prior approval or if already included in the proposal.
2.4 Work that falls outside the agreed scope counts as additional work. Additional work is performed at TAMA’s discretion and, if accepted, billed on a time and materials basis. TAMA is not obliged to perform additional work.
3. Use of AI, data sources, and accuracy
3.1 TAMA uses automation, algorithms, and AI tools to speed up research, creative, targeting, reporting, and optimization. These tools can occasionally output incomplete, outdated, or inaccurate information.
3.2 The client is responsible for reviewing, approving, and verifying all deliverables, including copy, creatives, claims, compliance statements, pricing, and legal or regulatory content, before publication.
3.3 TAMA is not liable for errors, omissions, or misinformation in deliverables or campaigns, whether produced by humans or AI tools, except to the limited extent provided in Section 8.
3.4 TAMA does not provide legal, financial, or tax advice. The client must obtain independent advice where needed.
4. Fees, pricing, and payment
4.1 All prices are stated in Euros, exclusive of VAT and any government surcharges unless agreed otherwise.
4.2 Unless stated differently in the agreement, invoices are issued electronically and payable within 14 calendar days of the invoice date.
4.3 If a retainer model is agreed, the retainer is billed in advance. Media spend, third-party platform fees, software, stock assets, and other pass-through costs are billed to the client at cost plus any agreed handling fee.
4.4 Work outside contracted hours is billed at €125 per hour, exclusive of VAT.
4.5 If payment is late, TAMA may suspend services, withhold deliverables, and charge statutory commercial interest plus reasonable collection costs.
5. Term, renewal, and termination
5.1 The agreement runs for the fixed term stated in the agreement or statement of work.
5.2 Fixed term agreements cannot be ended early for convenience.
5.3 TAMA may suspend or terminate the agreement in whole or in part with immediate effect if the client fails to meet obligations on time, or in case of bankruptcy, suspension of payments, seizure of assets, winding up, or comparable events.
5.4 Upon termination for cause by TAMA, all fixed fees for the remaining contract term become immediately due and payable.
6. Client responsibilities
6.1 The client will provide timely access to accounts, approvals, brand assets, product information, legal or compliance requirements, and any other input needed to deliver the services.
6.2 The client is responsible for the lawfulness of all content and data supplied to TAMA, including third-party rights, privacy notices, and required consents.
6.3 The client controls all final publication. The client is responsible for platform policy compliance and any regulatory filings.
7. Platforms, websites, and third-party services
7.1 Marketing performance can be affected by changes to third-party platforms, algorithms, policies, outages, or pricing. TAMA has no control over these factors and is not liable for related impact.
7.2 Unless there is a separate written website management agreement that clearly states otherwise, TAMA is not responsible for the client’s website or app, including security, uptime, backups, page speed, broken elements, data loss, or any technical or non-technical issue.
7.3 If a website management agreement is in place, the scope of TAMA’s responsibilities and any exclusions will be set out in that agreement.
8. Liability cap and exclusions
8.1 The client may require TAMA to correct a shortcoming. A written notice must describe the issue with reasonable detail and be submitted within 60 days of discovery and no later than 60 days after delivery of the relevant work. TAMA will be given a reasonable period to remedy.
8.2 If liability cannot be excluded under mandatory law, TAMA’s total aggregate liability for direct damages is limited to the lower of €2,000 or 50 percent of the fees paid by the client for the affected service during the six months before the event giving rise to the claim.
8.3 TAMA is not liable for indirect or consequential loss. This includes loss of revenue, profit, goodwill, savings, data, or business interruption.
8.4 The limitations in this section apply to contract, tort, negligence, strict liability, or any other legal theory, to the maximum extent permitted by law.
9. Indemnities
9.1 The client indemnifies and holds TAMA, its directors, and personnel harmless from third-party claims, penalties, damages, and costs arising from or related to the client’s content, products, offers, pricing, claims, regulatory obligations, or the client’s misuse of the services.
9.2 This indemnity includes claims connected to the client’s websites, stores, or apps, unless TAMA has expressly accepted operational responsibility for those assets in a separate written agreement.
10. Non solicitation and on site safety
10.1 During the agreement and for twelve months after it ends, the client will not hire or otherwise directly or indirectly engage TAMA personnel who have worked on the account without TAMA’s written consent. If this restriction is breached, the client owes an immediately payable contractual penalty of €50,000 per breach, or, at TAMA’s option, compensation of actual damages if higher.
10.2 Where TAMA personnel work on the client’s premises, the client must provide a safe working environment and meet all applicable health and safety rules.
11. Confidentiality
11.1 Each party will keep confidential all non-public information received from the other party that is identified as confidential or that should reasonably be understood as confidential.
11.2 Confidential information may be shared with employees and subcontractors who need to know it to perform the services, provided they are bound by confidentiality obligations at least as protective as these terms.
11.3 Confidentiality 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 court order.
12. Intellectual property and portfolio use
12.1 Except as expressly transferred in writing, all intellectual property rights in methods, tools, templates, code, models, automations, creative concepts, and other materials developed or supplied by TAMA remain with TAMA.
12.2 Upon full payment of all amounts due, the client receives a non-exclusive, worldwide license to use final deliverables created specifically for the client for the client’s own business purposes. Third-party license terms, such as stock assets, fonts, and software, continue to apply.
12.3 At any time, TAMA may reuse general know-how, skills, ideas, and non-client-specific components developed while delivering the services.
12.4 TAMA may reference the client’s name, logo, and non-confidential results in case studies, sales materials, and on TAMA channels as portfolio examples. If the client objects in writing for reasonable grounds, TAMA will remove the reference.
13. Attribution credit
13.1 For websites or digital products created by TAMA, TAMA may place a small “Powered by TAMA” credit with a link to TAMA’s website in the footer upon launch.
13.2 If the client later removes all TAMA work from the website, TAMA will remove the credit upon written request.
14. Data, privacy, and tracking
14.1 Tracking, analytics, and attribution are set up based on information provided by the client and on third-party tools. Accuracy depends on those tools and user consent.
14.2 The client is the controller of any personal data collected through the client’s channels. The client remains responsible for informing users, obtaining valid consents, and honoring data subject rights.
14.3 If TAMA processes personal data for the client, the parties will sign a data processing agreement where required by law.
15. Force majeure
15.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages, cyber incidents, strikes, natural events, government action, or widespread platform interruptions.
15.2 Obligations are suspended for the duration of the force majeure event. If the event lasts more than 60 days, either party may terminate the affected part of the agreement without liability.
16. Miscellaneous
16.1 No waiver of rights is effective unless in writing.
16.2 Rights and obligations under the agreement may not be assigned by the client without TAMA’s prior written consent. TAMA may assign to an affiliate or in connection with a merger or asset transfer.
16.3 If any provision is invalid or unenforceable, the rest remains in effect. The parties will replace the invalid provision with one that reflects the original intent as closely as possible.
