Terms

Master Service Agreement (MSA)
Effective Date: [01 Jan 2025]

Last Updated: [12 May 2025]

1. Introduction

These Terms & Conditions (“Terms”) govern your use of the website located at bold-ads.com (the “Site”) and any services provided by BoldAds, also trading as GL Marketing & Distribution Limited (“BoldAds,” “we,” “us,” or “our”). By accessing the Site or engaging our services, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

• Who we are: Global Amazon marketing agency.

• What you get: Packages from Basic to Full-Service; add-ons available.

• How we bill: Mixed pricing models; payment due per invoice.

• Your part: Provide access, timely feedback, and product compliance.

• Our promise: Best-effort strategies, clear reporting, no hidden fees.

2. Definitions

• Services – Amazon-focused marketing solutions provided by BoldAds, including but not limited to PPC management, listing & creative optimization, marketplace strategy, consulting, and related deliverables.

• Audit – A complimentary account analysis we perform before any paid engagement. Acceptance of our audit proposal constitutes acceptance of these Terms.

• Deliverables – Creative assets, reports, strategies, or other materials produced for the Client.

• Add-Ons – Optional, separately priced services outside the agreed package scope.

3. Scope of Services

1. Packages

   • Basic – Foundational optimization & support.

   • Advertising – Hands-on PPC management with strategic oversight.

   • Full-Service – Comprehensive account management, including advertising, creative, strategy, and ongoing optimization.

   • Unless otherwise agreed in writing, package limits (e.g., number of SKUs, campaigns, markets) are defined in each Client’s Statement of Work (“SOW”).

2. Add-Ons – Services such as advanced CRO tests, in-depth market analysis, or additional marketplaces can be added by mutual written agreement.

4. Engagement Process

1. Audit & Proposal – After our free audit, we provide an SOW outlining objectives, scope, pricing, and timelines.

2. Acceptance – Your written or digital acceptance of the SOW (email, e-signature, or PO) forms a binding contract governed by these Terms.

3. Onboarding – Upon acceptance, you must supply all necessary account permissions, assets, and information promptly.

5. Fees & Payment

• Pricing Models – Fixed fees, monthly retainers, and/or performance-based compenzation, as specified in the SOW.

• Invoices – Issued electronically. Payment is due within 15 days of invoice date.

• Late Payments – Overdue balances may incur interest at 2% per month or the maximum rate allowed by law.

• Refunds – Issued solely at BoldAds’ discretion.

6. Performance & Results

• BoldAds operates on a best-effort basis. We do not guarantee specific sales volumes, ACoS/ROAS targets, or ranking positions, due to variables beyond our control (e.g., marketplace algorithms, competition, policy changes).

7. Intellectual Property

• Ownership – All Deliverables remain BoldAds’ property until invoices are paid in full. Upon full payment, ownership transfers to Client, except for BoldAds’ pre-existing know-how, templates, and proprietary tools, which remain ours.

• Permitted Use – After transfer, Client may use, modify, or repurpose Deliverables solely for its own business purposes.

8. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the engagement, except as required by law or with written consent.

9. Reporting & Communication

• Frequency – We provide performance reports weekly, monthly, quarterly, or yearly, according to the SOW.

• Channels – Primary communication occurs via Slack and email (or another mutually agreed platform). Clients agree to maintain active participation in these channels for timely decision-making.

10. Client Responsibilities

Client shall:

1. Provide accurate, complete, and timely information, including access to Amazon Seller/Vendor accounts.

2. Approve or reject creative assets and strategy recommendations promptly.

3. Ensure all products and listings comply with applicable laws and Amazon policies.

11. Limitation of Liability

• BoldAds is not liable for indirect, incidental, or consequential damages, lost profits, or loss of data arising from use of the Site or Services.

• Total liability for any claim will not exceed the fees paid by Client to BoldAds during the three (3) months preceding the event giving rise to the claim.

12. Order of Precedence

• In the event of any conflict: (i) the applicable Statement of Work (SOW) prevails over this Master Service Agreement, and (ii) this Agreement prevails over any purchase order or other document supplied by Client.

13. Third-Party Platforms

BoldAds has no control over Amazon, Meta, Google, or other third-party platforms. Client acknowledges that platform outages, policy changes, or algorithm updates may impact performance, and BoldAds cannot be held responsible for such events.

14. Term & Termination

• Either party may terminate an engagement by giving [30] days’ written notice.

• BoldAds may suspend or terminate services immediately for non-payment or material breach.

• Upon termination, all unpaid fees become immediately due, and Client’s access to Deliverables may be suspended until payment is received.

15. Electronic Acceptance

• Electronic Signatures - The parties agree that electronic signatures, click-wrap acceptance, or written email confirmation constitute valid execution of this Agreement and any SOW.

16. Governing Law & Dispute Resolution

Governing Law. (a) UK/EU Clients: These Terms are governed by and construed in accordance with the laws of England & Wales, and the parties submit to the exclusive jurisdiction of the courts of London, England. (b) US/Canada Clients: These Terms are governed by the laws of the State of New York, without regard to its conflict-of-law principles, and any dispute shall be resolved in the state or federal courts located in New York County, New York. (c) All Other Clients: Unless the parties agree otherwise in writing, these Terms are governed by the laws of a mutually agreed neutral jurisdiction, and disputes shall be resolved under clause (a).

17. Changes to Terms

We reserve the right to update these Terms at any time. Changes are effective when posted on the Site. Continued use of the Site or Services constitutes acceptance of the revised Terms.

18. Contact

For questions about these Terms, please contact:

Email: [privacy@bold-ads.com]

Schedule 1 – GDPR Data-Processing Addendum

(This Addendum forms part of the Terms & Conditions between GL Marketing & Distribution Ltd t/a BoldAds (“Processor”) and the Client (“Controller”). Capitalised terms have the meaning given in the main Terms unless otherwise defined here.)

1. Purpose and Scope

1.1 This Addendum governs BoldAds’ processing of any Personal Data on behalf of the Client in connection with the Services and ensures compliance with Regulation (EU) 2016/679 (“GDPR”) and the UK GDPR.

1.2 The subject-matter, nature, purpose, and duration of processing, along with data categories and data-subject types, are set out in Appendix A below.

2. Roles

• Client acts as Data Controller.

• BoldAds acts as Data Processor.

3. Processor Obligations

BoldAds shall:

a) Process Personal Data only on documented instructions from the Client, unless required by law.

b) Ensure personnel authorised to process Personal Data are bound by confidentiality.

c) Implement appropriate technical and organizational measures (TOMs) to protect Personal Data (encryptions, least-privilege access, secure transfer protocols, etc.).

d) Assist the Client, insofar as possible, with obligations to respond to Data-Subject Requests (access, rectification, erasure, portability, restriction, objection).

e) Assist the Client with data-protection impact assessments and consultations with supervisory authorities where required.

f) Notify the Client without undue delay (and no later than 48 hours) upon becoming aware of a Personal-Data Breach, supplying all information needed for the Client to meet breach-notification duties.

g) Delete or return all Personal Data upon termination of Services, unless Union or Member-State law requires storage.

h) Make available all information necessary to demonstrate compliance and allow for audits (max once per year, with 30 days’ notice, during business hours).

4. Sub-processors

4.1 BoldAds may engage sub-processors (e.g., hosting, email tools) listed in Appendix B. BoldAds will notify the Client of any intended changes and give 14 days to object on reasonable grounds.

4.2 BoldAds shall impose data-protection obligations on all sub-processors equal to those in this Addendum.

5. International Transfers

Any transfer of Personal Data outside the UK/EEA will occur only under an appropriate safeguard (e.g., EU Standard Contractual Clauses or UK IDTA).

6. Liability & Indemnity

Each party’s liability arising from this Addendum is subject to the limitation clauses in the main Terms.