Terms & Conditions

1. Introduction

This Agreement ("Agreement") is entered into by and between Actros-Media, located at actros-media.com ("Agency", "We", "Us"), and the Client ("Client", "You"). By engaging in our services, you agree to be bound by the terms outlined in this document.

These Terms and Conditions govern all business relationships and service engagements between Actros-Media and its clients. They are designed to protect both parties and ensure a transparent, results-driven collaboration. By signing or accepting a proposal or commencing work with Actros-Media, the Client agrees to all terms contained herein.

2. Scope of Services

Actros-Media provides performance-based marketing and advertising services, specializing in paid traffic, sales funnel optimization, and conversion strategy. The exact scope of work will be detailed in the Service Agreement signed by both parties and may include, but is not limited to:

  • Paid advertising strategy, setup, and optimization (e.g., Meta Ads, Google Ads)

  • Sales funnel design and performance improvement

  • Analytics tracking, conversion setup, and CRO (Conversion Rate Optimization)

  • Reporting, consultation, and campaign management

Any work outside the agreed scope will require a change request and may incur additional fees, subject to approval by both parties.

3. Contract Term & Duration

Unless stated otherwise in the service agreement, Contract Duration The duration of our collaboration will be defined during the initial agreement phase with the client. Rather than a fixed default term, the timeline is customized based on the scope, strategy, and goals discussed during onboarding. This ensures flexibility while aligning with the performance milestones and delivery expectations outlined in the contract.

  • The contract begins on the date of the first payment and continues for the agreed duration.

  • Early termination by the Client does not waive payment obligations for the remaining term.

  • At the end of the contract, both parties may agree to renew or extend based on performance.

4. Payment Terms

• Payment Structure The compensation model is structured as a combination of (a) a fixed monthly service fee ("Retainer") and (b) a variable performance-based fee ("Performance Bonus"). This structure is designed to align mutual interests and reward outcome-driven performance.

• Retainer Payment Terms The Retainer is payable in full prior to the commencement of each service period. It covers the strategic planning, implementation, and ongoing management of advertising campaigns, sales funnel optimization, and supporting services as defined in the Scope of Work. The Retainer is non-refundable and billed on a recurring monthly basis during the term of engagement.

• Performance Bonus Payment Terms The Performance Bonus shall be calculated based on a pre-agreed percentage of revenue generated in excess of the established benchmark. For the avoidance of doubt, this benchmark reflects historical revenue performance by the Client prior to engagement, adjusted by a safety buffer. The Performance Bonus will be invoiced in full at the conclusion of the engagement period, unless otherwise agreed in writing.

• Benchmark Determination The Benchmark shall be determined collaboratively prior to the commencement of services, based on the Client's historical average monthly revenue over a defined period. A discretionary buffer percentage may be applied to account for market variability, reporting discrepancies, or prior ad attribution performance. Only revenue that exceeds the final agreed Benchmark will be subject to Performance Bonus calculation.

• Reporting and Attribution All performance reporting will be made available to the Client on a regular basis and will be derived from mutually accepted tracking platforms and tools (e.g., Meta Ads Manager, Google Ads, analytics dashboards, or CRM platforms). Both parties agree to act in good faith in attributing results and validating outcomes related to the calculation of any performance-based compensation.

• Payment Methods and Due Dates Payments are to be made via approved payment methods, including but not limited to Stripe Retainer payments are due in advance of the monthly service period. Performance Bonus payments are due upon receipt of invoice, issued at the conclusion of the contract term, unless otherwise specified. Late payments may be subject to service suspension and/or interest charges as permitted by applicable law.

• Renewal and Adjustment At the conclusion of the initial term, the parties may elect to renew or renegotiate the terms of engagement. Upon renewal, updated benchmarks, pricing structures, or revised compensation models may be proposed based on prior performance and mutual agreement

Note: Refunds are not provided due to the nature of digital advertising services and performance-based contracts.

5. Performance Disclaimer

Actros-Media commits to delivering its services with the highest standards of quality and professionalism. However, the Client acknowledges and agrees that marketing, advertising, and digital campaigns inherently involve variables beyond Actros Media’s control—including but not limited to platform algorithm changes, market dynamics, consumer behavior, ad platform restrictions, and external economic forces.

While we deploy proven systems and strategies, Actros-Media does not guarantee specific results, such as a minimum return on ad spend (ROAS), number of leads, conversions, or revenue. Past performance is not indicative of future results, and all metrics presented before or during the engagement are for illustrative purposes only.

Campaign performance may fluctuate based on variables such as budget allocation, offer strength, funnel structure, audience quality, seasonality, and client responsiveness. The Client agrees that underperformance due to any of these uncontrollable factors does not constitute grounds for refunds, cancellations, or legal claims against Actros-Media.

6. Intellectual Property

All strategies, systems, campaign structures, creatives, landing pages, scripts, copy, ad designs, and frameworks developed by Actros-Media during the term of the engagement are considered intellectual property of Actros- Media unless otherwise agreed upon in writing.

Clients are granted a limited, non-transferable license to use the deliverables solely for their internal business operations. Redistribution, resale, public sharing, or licensing of these assets to third parties is strictly prohibited unless prior written consent is obtained.

All proprietary tools, templates, backend systems, and processes developed by Actros-Media remain the exclusive property of the agency, and any unauthorized duplication or reverse engineering will be considered a breach of contract and intellectual property law.

If Actros-Media uses or incorporates Client-owned assets (e.g., logos, product photos), the Client warrants they own or have the legal right to use such materials and indemnifies Actros-Media against any third-party claims related to intellectual property infringement.

7. Indemnification

The Client agrees to indemnify, defend, and hold harmless Actros-Media, its directors, employees, agents, and contractors from and against any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising out of or related to:

  • Misuse or unauthorized use of the services or deliverables

  • Client’s violation of any third-party rights, including intellectual property or privacy rights

  • Inaccurate or incomplete information provided by the Client

  • Client’s failure to comply with laws, regulations, or advertising platform policies

  • Any actions taken by the Client or its partners that disrupt campaign performance

This indemnification clause survives the termination of the Agreement and applies regardless of any negligence or fault on the part of Actros Media.

8. Limitation of Liability

To the maximum extent permitted by law, Actros-Media’s total liability under this Agreement, whether in contract, tort, or otherwise, shall be limited to the total amount paid by the Client to Actros Media for services rendered within the last 60 days preceding any claim.

Actros Media shall not be liable for:

  • Loss of profits, revenue, goodwill, or business opportunities

  • Any indirect, incidental, or consequential damages

  • Platform bans, ad account suspensions, or technical outages

  • Delays in project timelines caused by Client unresponsiveness

The Client acknowledges that the nature of digital advertising and marketing is experimental and strategic. All services are provided “as-is,” and Actros Media disclaims all warranties, express or implied, except as explicitly outlined in this Agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Albania. Any disputes arising under or related to this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Albania.

By entering into this Agreement, both parties waive any objection to venue or jurisdiction and agree to resolve disputes through arbitration or mediation where possible before pursuing formal legal action.

10. Contact Information

If you have any questions or concerns please contact us at: support@actros-media.com