Client Service Agreement

This Client Service Agreement (the "Agreement") is entered into between Scale Code ("Scale Code", "we", "us") and the client identified in the signature section below (the "Client", "you"). By signing electronically below, you agree to the terms of this Agreement.

1. The Engagement

Scale Code will provide the marketing, advertising, creative, software, automation and related services described in the proposal or statement of work agreed with you (the "Services"). Anything not set out in that proposal is out of scope until agreed in writing.

2. Fees and Payment

Fees are as set out in the agreed proposal and are exclusive of VAT/BTW. Unless agreed otherwise, recurring fees are invoiced in advance and all invoices are payable within 14 (fourteen) days of the invoice date. Advertising budget ("ad spend") is paid directly to the advertising platforms and is separate from our fees. Late payment may result in statutory interest, collection costs and suspension of the Services in accordance with our Terms & Conditions.

3. Term and Termination

This Agreement starts on the date of signature and continues until terminated. Unless a fixed term is agreed in the proposal, either party may terminate an ongoing engagement with 30 (thirty) days' written notice. Either party may terminate immediately for a material breach that is not remedied within 14 days of written notice, or on insolvency. On termination you will pay for all Services performed and costs committed up to the termination date.

4. Incorporated Terms and Liability

Our Terms & Conditions and the Data Processing Agreement set out in Annex A below form part of this Agreement. By signing, you confirm you have read and accept them. As set out in the Terms & Conditions: intellectual property, confidentiality, acceptable use and the security/cyber provisions apply; results are not guaranteed; and our total aggregate liability is limited to the fees (excluding ad spend) paid in the three months before the event giving rise to the claim, excluding indirect or consequential loss, to the maximum extent permitted by law.

5. Ownership and Access

Your advertising accounts, customer data, and the deliverables created for you remain yours, and you retain access at all times. Our pre-existing software, methods and systems (our background intellectual property) remain ours. You receive a licence to use the deliverables for your own business on full payment.

6. Confidentiality and Data Protection

Each party will keep the other's non-public information confidential. Where we process personal data on your behalf to deliver the Services, you are the controller and we are the processor, governed by the Data Processing Agreement in Annex A.

7. Governing Law

This Agreement is governed by the laws of the Netherlands. The competent court of Amsterdam has exclusive jurisdiction, unless mandatory law provides otherwise.

8. Electronic Signature

You agree that signing this Agreement electronically, by entering your full name, role, place and date below and confirming the checkboxes, creates a valid and binding signature with the same effect as a handwritten signature. A copy of your signed Agreement is recorded and sent on submission.

Annex A — Data Processing Agreement

This Data Processing Agreement ("DPA") applies where Scale Code processes personal data on behalf of the Client in the course of providing the Services, in line with Article 28 of the GDPR.

A.1 Roles

The Client is the controller and Scale Code is the processor. Scale Code processes personal data only on the Client's documented instructions, including those set out in this DPA and the Agreement.

A.2 Subject Matter, Nature and Purpose

The subject matter is the provision of the Services. The nature and purpose of processing is marketing, advertising, lead capture and qualification, communication, and related activities. Processing continues for the duration of the Agreement.

A.3 Types of Data and Data Subjects

Personal data may include contact details, communication content and engagement data of the Client's leads, customers and prospects. Data subjects are the individuals whose data the Client provides or generates through the Services.

A.4 Processor Obligations

• process personal data only on the Client's documented instructions;
• ensure persons authorised to process the data are bound by confidentiality;
• implement appropriate technical and organisational security measures;
• engage sub-processors only under equivalent data-protection obligations, and inform the Client of changes;
• assist the Client, as far as possible, with data-subject requests and with its security, breach and impact-assessment obligations;
• notify the Client without undue delay after becoming aware of a personal-data breach;
• at the Client's choice, delete or return personal data at the end of the Services, unless storage is required by law;
• make available information needed to demonstrate compliance and allow for reasonable audits.

A.5 International Transfers

Where personal data is transferred outside the European Economic Area, appropriate safeguards (such as the European Commission's Standard Contractual Clauses) will be applied.

A.6 Duration

This DPA remains in force for as long as Scale Code processes personal data on behalf of the Client under the Agreement.