General Terms and Conditions

Article 1 — Definitions

In these terms and conditions the following definitions apply:

Triads

Triads OOD ("TRIADS" Ltd.), a limited liability company incorporated under Bulgarian law (OOD), having its registered office at zh.k. Mladost-1, bl. 1, vh. 4, fl. 3, ap. 80, 1750 Sofia, Bulgaria, registered with the Bulgarian commercial register under EIK 208807695, VAT number BG208807695.

Client

the party that enters into an Agreement with Triads, acting in the course of a profession or business.

Agreement

any arrangement between Triads and Client for the supply of Services, including the quotation/order confirmation, these Terms and the Data Processing Agreement.

Services

all activities of Triads, including the setup, management and optimisation of advertising campaigns, advertising creative and advice.

Retainer

ongoing services for a fixed monthly fee (management fee) for the management of campaigns and an agreed volume and type of advertising creative.

Media budget

the advertising budget to be spent by Client and paid to the Social Media Platform; this is separate from the management fee.

Advertising creative / Content

texts, images, carousels, videos and other materials that Triads produces for advertising.

Add-on

an additional service module outside the standard Retainer (Studio Add-on, Design Add-on).

Additional Work

work outside the agreed scope.

Social Media Platform

LinkedIn, Meta and other external advertising platforms.

Data Processing Agreement

the agreement accompanying the Agreement as referred to in Article 28 GDPR, governing the processing of personal data.

Article 2 — Applicability and provision of the Terms

2.1 These Terms apply to all quotations, Agreements and (follow-up) activities between Triads and Client.

2.2 Triads provides these Terms to Client before or upon conclusion of the Agreement, or makes them available electronically in a manner that allows Client to store and consult them. By accepting the quotation or the Agreement, Client declares to have taken note of these Terms and to agree to them.

2.3 These Terms take precedence over any purchasing or other terms of Client, which are expressly rejected. Any reference by Client to its own terms is not accepted.

2.4 Deviations from these Terms are valid only if agreed in writing.

2.5 If a provision is null and void or voidable, the remaining provisions remain in force and the parties will consult on a replacement provision that approximates the purpose and intent of the original provision as closely as possible.

Article 3 — Quotations and formation

3.1 All quotations are without obligation and valid for 14 days, unless stated otherwise.

3.2 The Agreement is formed by written or electronic acceptance by Client, or at the moment Triads commences performance.

Article 4 — Services and scope of the Retainer

4.1 The Retainer comprises, unless agreed otherwise in writing:

• campaign strategy and planning;
• setup, targeting, management and optimisation of advertising campaigns;
• standard advertising creative: ad copy, use of supplied or existing image material, simple edits and simple carousels;
• monitoring and adjustment of the campaigns.

4.2 The agreed number of ads/variants and the agreed creative types together form the scope of the Retainer.

4.3 Not included in the Retainer and invoiced separately as an Add-on or Additional Work:

• Studio Add-on — video production and video editing for advertising;
• Design Add-on — infographics, custom illustrations, advanced graphic design and visuals that go beyond standard advertising creative and simple carousels;
• separate strategy sessions, training and organic content production;
• additional revision rounds (see Article 6).

4.4 Within the agreed framework, Triads independently determines the creative and technical execution, layout and working method.

4.5 Triads may engage third parties (such as freelancers and suppliers) in performing the Services. Triads remains responsible towards Client for the third parties it engages, subject to the exclusions in these Terms.

Article 5 — Media budget

5.1 The Media budget is separate from the management fee and is borne by Client.

5.2 Unless agreed otherwise, the Media budget is paid directly by Client to the Social Media Platform. If the Media budget is settled via Triads, Client pays this to Triads in advance before spending commences; in that case Triads acts solely as a conduit and not as the purchasing party of the advertising space.

5.3 Triads is not liable for the Media budget spent during normal performance of the Services, nor for changes in advertising costs or rates of the Social Media Platform.

Article 6 — Input, materials and revisions

6.1 Client provides the required input in good time and in full: information, access to advertising accounts, source material and feedback.

6.2 The Retainer is based on a normal, reasonable level of input from Client. If Client structurally requires more input, guidance, collaborative effort or content delivery from Triads than the Agreement provides for, this qualifies as Additional Work and is invoiced separately.

6.3 One revision round is included per advertising creative. Additional revisions after approval qualify as Additional Work.

6.4 Delay caused by late or incomplete delivery by Client is at Client's expense and risk.

Article 7 — Additional Work

7.1 Work outside the agreed scope is carried out as Additional Work at the applicable hourly or project rate.

7.2 Triads confirms Additional Work in advance where possible. Client accepts that requests falling outside the scope may be charged as Additional Work.

Article 8 — Reporting

8.1 Substantive reporting with analysis, learnings and conclusions is provided after a campaign or funnel has ended, or at milestones agreed in advance.

8.2 Interim meetings are operational and coordinating in nature and do not include in-depth metrics analysis.

8.3 Additional or interim reports and analyses at Client's request qualify as Additional Work.

Article 9 — Best-efforts obligation; no guarantee of results

9.1 Triads performs its Services to the best of its insight and ability (a best-efforts obligation) and endeavours to deliver the agreed Services and advertising creative with quality and on time. Stated time periods are indicative and do not constitute strict deadlines, unless expressly agreed otherwise in writing.

9.2 Triads does not guarantee specific results such as reach, impressions, clicks, cost per lead/acquisition (CPL/CPA), conversions, leads, revenue or ROAS. These depend in part on factors beyond Triads' control, including the Media budget, Client's offering and market, Client's input, and the algorithms, pricing and policies of Social Media Platforms.

9.3 The absence of a particular result does not constitute a shortcoming and gives no right to a refund, discount or compensation, provided Triads has performed the agreed Services as agreed.

Article 10 — Term and termination

10.1 The Retainer is entered into for the agreed term of 3 months.

10.2 After the term, the Agreement is each time tacitly renewed by one month, unless one of the parties gives written notice observing a notice period of one month towards the end of the current term.

10.3 Interim termination during the initial term is not possible, save with Triads' written consent. Upon termination, the following remain payable: the work already performed, as well as the planned work for the current month and the following month. Work planned beyond that lapses.

10.4 Client may terminate the Agreement with immediate effect if Triads, after written notice of default granting a reasonable period to cure, attributably fails to perform its essential obligations.

Article 11 — Prices, indexation and payment

11.1 All prices are in euros and exclusive of VAT. For cross-border B2B services within the EU, VAT is reverse-charged to Client (reverse charge), provided Client supplies a valid, verifiable VAT identification number. If the number proves invalid or is missing, any VAT due is for Client's account.

11.2 The management fee (Retainer) is invoiced monthly in advance. Add-ons and Additional Work are invoiced after assignment or delivery. The Media budget is invoiced or settled in accordance with Article 5. Invoices are sent electronically and constitute a legally valid invoice.

11.3 The payment term is 14 days from the invoice date. Payment is made in euros to IBAN BG22 UBBS 8002 1478 5208 10 (currency EUR), in the name of Triads OOD at United Bulgarian Bank (UBB), unless another account is stated on the invoice.

11.4 In the event of late payment, Client is in default by operation of law and owes the statutory commercial interest (Section 6:119a of the Dutch Civil Code), as well as extrajudicial collection costs in accordance with the Dutch Extrajudicial Collection Costs (Standards) Act and the associated Decree. Triads may suspend its work for as long as payment is outstanding.

11.5 Triads may adjust its rates annually as of 1 January based on the consumer price index of Statistics Netherlands (CBS CPI, all-households series). An increase exceeding this index entitles Client to terminate the Agreement in writing within 30 days of the announcement, as of the date the increase takes effect.

11.6 Client is not entitled to set off or suspend its payment obligations.

Article 12 — Intellectual property

12.1 During the term of the Agreement, Triads grants Client a non-exclusive, non-transferable licence to use the delivered advertising creative for the agreed advertising purposes. Triads may suspend this licence to use for as long as Client is in default of payment.

12.2 Upon full payment of the amount due for the relevant advertising creative, Triads transfers the transferable intellectual property rights therein to Client. To the extent a deed is required for the transfer of copyright, the Agreement signed by both parties including these Terms serves as the deed of transfer for that purpose; the parties will, on first request, cooperate in executing a further deed.

12.3 Triads retains the right to use the work created for Client for its own portfolio, showcase and promotional purposes, observing the confidentiality of Article 16 and unless Client objects in writing and with reasons.

12.4 Working methods, templates, tools, know-how and underlying files developed or used by Triads remain the property of Triads and do not fall under the transfer in 12.2.

Article 13 — Social Media Platforms and third parties

13.1 Triads is not responsible or liable for changes, malfunctions, suspensions, rejection of ads, account blocks or policy and algorithm changes of Social Media Platforms or other third parties.

13.2 Client remains responsible for its own advertising accounts, compliance with platform terms and the content advertised on Client's behalf.

Article 14 — Liability

14.1 Triads' liability is limited to direct damage and capped at the amount of management fee that Client paid to Triads over the three months preceding the damage-causing event. The Media budget is not included in this. If and to the extent Triads' liability insurance pays out, liability is limited to the amount paid out, increased by the deductible.

14.2 Direct damage is understood to mean exclusively: reasonable costs to determine the cause and extent of the damage, reasonable costs to bring Triads' performance into conformity with the Agreement, and reasonable costs to prevent or limit damage.

14.3 Triads is not liable for indirect damage, including lost profit, missed leads, Media budget spent, reputational damage and consequential loss.

14.4 The limitations in this article do not apply if and to the extent the damage results from intent or willful recklessness on the part of Triads or its management.

Article 15 — Complaints and limitation period

15.1 Client must report complaints about the Services or advertising creative in writing and with reasons within 14 days of discovery, and in any event within 14 days of delivery, failing which the Services are deemed accepted.

15.2 Any claim for compensation against Triads lapses if it is not submitted to Triads in writing and with reasons within twelve months of the claim arising, and in any event if legal proceedings are not commenced within twelve months thereafter.

Article 16 — Confidentiality and data protection (GDPR)

16.1 The parties treat each other's confidential information as confidential and use it solely for the performance of the Agreement.

16.2 To the extent Triads processes personal data on behalf of Client in performing the Services, the parties conclude a Data Processing Agreement in advance in accordance with Article 28 GDPR, which forms part of the Agreement as an annex. This governs, among other things, the nature and purpose of the processing, the instructions, security measures, engagement of sub-processors (including Social Media Platforms), any transfer outside the EEA and the return or deletion of data.

16.3 In the Data Processing Agreement the parties establish the capacity in which each acts (controller, joint controller or processor), in particular when using custom audiences, advertising pixels and lead forms.

Article 17 — Non-solicitation of personnel

17.1 During the term of the Agreement and for twelve months thereafter, Client will not employ, or approach for that purpose, any employees or freelancers engaged by Triads, without Triads' prior written consent.

17.2 In the event of breach, Client owes an immediately payable penalty of €25,000 per breach, plus €1,000 for each day the breach continues, without prejudice to Triads' right to full compensation.

Article 18 — Force majeure

18.1 Force majeure means any circumstance beyond Triads' will and reasonable control that wholly or partly prevents performance, including malfunctions, suspensions or policy changes of Social Media Platforms, supplier failures, cyber incidents and governmental measures.

18.2 In the event of force majeure, Triads' obligations are suspended. If the force majeure lasts longer than 60 days, either party may dissolve the Agreement without being liable for damages. Services already delivered remain payable.

Article 19 — Suspension and dissolution

19.1 Triads may suspend the Agreement or dissolve it with immediate effect if Client fails to perform its obligations, is in suspension of payments or bankruptcy, or is dissolved. In such cases, all outstanding invoices become immediately due and payable.

Article 20 — Assignment of the Agreement

20.1 Client may not assign its rights and obligations under the Agreement to a third party without Triads' prior written consent.

20.2 Triads may assign its rights and obligations under the Agreement to a group company or in the context of a (partial) transfer of its business. Client grants its consent for this in advance.

Article 21 — Governing law and disputes

21.1 The Agreement is governed by Dutch law.

21.2 Disputes are submitted exclusively to the competent court of the District Court of Amsterdam, unless mandatory law provides otherwise.

Article 22 — Final provisions

22.1 Amendments are valid only if agreed in writing.

22.2 Triads may amend these Terms. Amended Terms apply to new Agreements and to renewals, provided Triads makes the amended Terms available to Client prior to the renewal in accordance with Article 2.