Legal

Terms & Conditions

Last updated: June 18, 2026

These Terms & Conditions ("Terms") govern the relationship between Scale Code ("Scale Code", "we", "us" or "our") and any client, business or individual ("you", "your" or the "Client") who uses our website, requests a proposal, or engages us for services. By accessing scale-code.com, accepting a proposal, or instructing us to begin work, you agree to these Terms.

Business clients. Our services are provided on a business-to-business basis. These Terms, together with your signed proposal or statement of work, form the agreement between us (the "Agreement").

1. Definitions

Services — the marketing, advertising, creative, software, automation, consulting and related services we agree to provide, as described in a proposal, statement of work or order.
Deliverables — the materials, campaigns, software, systems, reports and other outputs we produce for you under the Agreement.
Proposal — the quote, statement of work or order confirmation that sets out the specific Services, scope, fees and timelines for an engagement.
Advertising Platforms — third-party platforms used to deliver Services, such as Meta and Google.
Ad Spend — the media budget paid to Advertising Platforms, which is separate from our fees.

2. Scope of Services

We will provide the Services described in the applicable Proposal. Anything not expressly included in a Proposal is out of scope. Where there is any conflict between these Terms and a signed Proposal, the signed Proposal prevails for that engagement.

We may engage carefully selected sub-contractors or suppliers to deliver parts of the Services. We remain responsible to you for the Services we have agreed to provide.

3. Proposals, Quotes and Acceptance

Quotes and proposals are valid for the period stated in them, or for 14 days if no period is stated. A binding engagement comes into effect when you accept a Proposal in writing (including by email or electronic signature), or when we begin work at your request.

4. Your Responsibilities

Successful delivery depends on your timely cooperation. You agree to:

provide accurate, complete and lawful information, brand assets, product details and access we reasonably need;
grant and maintain the platform, account and system access required to deliver the Services, and keep your own login credentials secure (including using two-factor authentication where available);
fund Ad Spend directly with the relevant Advertising Platforms, or reimburse us promptly where we have agreed to advance it;
review and approve materials, claims and campaigns within agreed timelines; and
ensure that the products, services, claims and materials you ask us to promote are accurate, lawful and comply with applicable advertising and consumer-protection rules.

Delays, incomplete information or missed approvals on your side may affect timelines and results, and are not our responsibility.

5. Fees, Invoicing and Payment

Fees are set out in the applicable Proposal. Unless stated otherwise:

fees are exclusive of VAT/BTW and any applicable taxes;
retainers and recurring fees are invoiced in advance;
invoices are payable within 14 (fourteen) days of the invoice date; and
Ad Spend is separate from, and additional to, our fees.

If an invoice is not paid by its due date, we may charge statutory commercial interest and reasonable collection costs in accordance with Dutch law, and we may suspend the Services until payment is received. Suspension does not relieve you of payment obligations, and we are not liable for any loss resulting from a suspension caused by non-payment.

6. Advertising Platforms and Third Parties

Parts of the Services rely on Advertising Platforms and other third-party tools that we do not own or control. You acknowledge that:

those platforms set their own policies, pricing, algorithms and approval processes, which can change at any time;
they may reject, restrict, suspend or disable accounts, campaigns or assets; and
we are not responsible for the acts, omissions, downtime, fees, policy decisions or account actions of any third-party platform, including the suspension or banning of an account that is not caused by our gross negligence.

7. Results and No Guarantee

We apply professional skill, experience and care to grow your results. However, marketing and advertising outcomes depend on many factors outside our control, including your offer, pricing, market, budget, platform behaviour and your own sales follow-up. We do not guarantee any specific result, revenue, return on ad spend, ranking, lead volume or sales figure, and any examples, forecasts or past results are illustrative and not a promise of future performance.

8. Intellectual Property

Our pre-existing materials, methods, software, code, templates, systems, automations and know-how (our "Background IP") remain our exclusive property at all times. Nothing in the Agreement transfers ownership of our Background IP to you.

On full payment of all amounts due for an engagement, you receive a non-exclusive, perpetual licence to use the Deliverables created specifically for you, for your own business purposes. Until full payment is received, all rights in the Deliverables remain with us.

You grant us a licence to use the materials, trademarks and content you provide for the purpose of delivering the Services. You also agree that we may reference your name, logo and non-confidential results in our portfolio and marketing, unless you notify us in writing that you do not wish us to.

9. Confidentiality

Each party will keep the other party's non-public information confidential and use it only to perform or receive the Services. This obligation does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law. This clause survives termination.

10. Data Protection

Each party will comply with applicable data-protection laws, including the GDPR. Where we process personal data on your behalf in delivering the Services (for example, your customers' or leads' data), you are the controller and we act as your processor. That processing is governed by a separate Data Processing Agreement (DPA), which forms part of the Agreement on request. Our handling of personal data for our own purposes is described in our Privacy Policy.

11. Security and Acceptable Use

We apply reasonable technical and organisational measures to protect the information and systems within our control. You are responsible for the security of your own accounts, devices and credentials.

You agree not to use our Services, Deliverables or website to: break the law; infringe third-party rights; send unlawful, deceptive or unsolicited communications; introduce malware; or attempt to gain unauthorised access to any system.

Cyber and security incidents. The internet and third-party platforms carry inherent security risks. Except in the case of our gross negligence or wilful misconduct, we are not liable for losses arising from cyber-attacks, hacking, phishing, social engineering, malware, data breaches at third parties, or unauthorised access that results from compromised credentials, devices or accounts on your side. You agree to notify us promptly of any suspected security incident affecting a shared account or system.

12. Warranties and Disclaimers

We warrant that we will perform the Services with reasonable skill and care. To the maximum extent permitted by law, all other warranties, conditions and terms (whether express or implied) are excluded. The website and any free materials are provided "as is".

13. Limitation of Liability

Nothing in these Terms limits liability that cannot lawfully be limited, including liability for fraud, death or personal injury caused by negligence, or intent or gross negligence.

Subject to that, and to the maximum extent permitted by law:

we are not liable for any indirect or consequential loss, or for loss of profit, revenue, goodwill, data, business or anticipated savings;
we are not liable for Ad Spend, third-party platform fees, or actions taken by Advertising Platforms; and
our total aggregate liability arising out of or in connection with the Agreement is limited to the total fees (excluding Ad Spend) paid by you to us for the Services in the three (3) months immediately before the event giving rise to the claim.

14. Indemnity

You agree to indemnify us against claims, losses and reasonable costs arising from: the materials, products, claims or instructions you provide; your breach of these Terms or of applicable law; or your infringement of any third-party right.

15. Term and Termination

The Agreement runs for the term set out in the Proposal. Unless a fixed term or notice period is agreed otherwise, either party may terminate an ongoing engagement by giving 30 days' written notice.

Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent. On termination, you will pay for all Services performed and costs committed up to the termination date. Clauses that by their nature should survive (including IP, confidentiality, liability and governing law) will survive.

16. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including outages, platform failures, strikes, cyber-attacks on third parties, government action or natural events.

17. Non-Solicitation

During an engagement and for 12 months afterwards, you agree not to directly solicit or hire any member of our team who worked on your account, without our prior written consent.

18. Relationship of the Parties

We act as an independent contractor. Nothing in the Agreement creates an employment, partnership, agency or joint-venture relationship between us.

19. Changes to These Terms

We may update these Terms from time to time. The version published on scale-code.com at the time you accept a Proposal applies to that engagement. We will give reasonable notice of material changes affecting ongoing engagements.

20. Governing Law and Jurisdiction

These Terms and any dispute arising from them are governed by the laws of the Netherlands. The competent court of Amsterdam, the Netherlands, has exclusive jurisdiction, unless mandatory law provides otherwise.

21. Miscellaneous

If any provision is held invalid, the remainder stays in force. Our failure to enforce a right is not a waiver of it. You may not assign the Agreement without our consent; we may assign it to a successor of our business. The Agreement is the entire agreement between us and supersedes prior discussions on its subject matter.

22. Company Details and Contact

Trading name: Scale Code
Registered entity: [registered legal entity name — to be completed]
Address: Henri Berssenbruggehof 23, 1087 DB Amsterdam, Netherlands
Chamber of Commerce (KvK): [KvK number — to be completed]
VAT / BTW number: [VAT number — to be completed]
Email: info@scale-code.com
Website: scale-code.com

Questions about these Terms? Email info@scale-code.com.

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