This Master Services Agreement (the “Agreement”) is entered into between ADVIGATOR S.R.L., a company incorporated in Italy, with registered office at Via Martiri Triestini 9, 20148 Milan, Italy, VAT number IT12112650960 (“Advigator”, “we”, “us”), and the legal entity that opens an Advigator account or signs an order form referencing this Agreement (“Customer”, “you”).
Advigator is sold to businesses only. The Services are not offered to consumers and are not intended for private or household purposes. By creating an account you confirm that you are acting in a business or professional capacity and that you are authorised to bind the organisation on whose behalf you accept this Agreement.
This Agreement incorporates by reference the Acceptable Use Policy, the Payment Terms, the Data Processing Agreement, the AI Terms and Transparency Notice, the Beta and Trial Terms, the Data Retention and Deletion Policy and the Support Policy (together with this document, the “Advigator Terms”).
1. Definitions
“Advertising Platform” means a third-party advertising service that the Services connect to on your instruction, principally Amazon Ads.
“Affiliate” means an entity controlling, controlled by or under common control with a party, where control means ownership of more than 50% of voting rights or equivalent management control.
“Order Form” means an order signed by both parties specifying the Services, subscription term, fees and any expressly agreed additional terms. An invoice or customer purchase order is not an Order Form.
“Authorised User” means an individual you permit to access the Services under your account.
“Customer Data” means all data you submit to the Services, and all data the Services retrieve from an Advertising Platform on your behalf, including campaign structures, bids, budgets, keywords, targets, product listings and performance reports.
“Documentation” means the product documentation published at advigator.com/docs.
“Personal Data” has the meaning given in Regulation (EU) 2016/679 (“GDPR”).
“Services” means the Advigator software-as-a-service platform and any related support we provide.
2. The Services
2.1 Right to use. Subject to this Agreement and to payment of the applicable fees, we grant you a non-exclusive, non-transferable, worldwide right to access and use the Services during the subscription term for your own internal business purposes, including for the benefit of clients you manage advertising for. Affiliates may use your account with your authorisation; you remain responsible for their use and payment unless an Affiliate signs its own Order Form. No Affiliate becomes a separate contracting customer merely by using the Services.
Agencies must maintain their clients’ authority to connect and manage advertising accounts. When that authority ends, stop processing for that client and arrange any authorised data handover. We will verify authority before disclosing data or transferring access; agency termination does not entitle either party to another client’s data.
2.2 Authorised Users. You are responsible for your Authorised Users’ compliance with this Agreement and for all activity under your account. You must keep credentials confidential and notify us without undue delay of any suspected unauthorised access.
2.3 Restrictions. You may not (a) resell, sublicense or provide the Services to a third party except as permitted in clause 2.1; (b) reverse engineer the Services or use them to build a competing product; (c) access the Services by automated means, or scrape the dashboard; or (d) use the Services in breach of the Acceptable Use Policy. These restrictions do not limit rights that applicable law does not permit us to exclude, or activities expressly authorised under our Vulnerability Disclosure Policy.
2.4 Changes to the Services. We continuously develop the Services. We will not materially reduce the core functionality of a paid Service during a subscription term. Where we discontinue a material feature, we will give you at least 30 days’ notice and, if the change has a material adverse effect on you, you may terminate the affected Service under clause 11.3.
3. Advertising Platform accounts
3.1 Your accounts, your authorisations. To use the Services you must hold an account with at least one Advertising Platform and authorise us to access it. That authorisation is yours to give and to withdraw at any time through the Advertising Platform or through your Advigator settings.
3.2 Third-party terms. Your relationship with each Advertising Platform is governed by that platform’s own terms, including the Amazon Ads agreement and policies. You remain responsible for complying with them and for paying the Advertising Platform directly for media spend. We are not a party to those contracts and do not control platform availability, pricing, policy enforcement or ad serving.
3.3 Dependence on platform APIs. The Services interoperate with Advertising Platform APIs. If an Advertising Platform changes, restricts or withdraws an API or a programme, we may have to change or discontinue the corresponding functionality; clause 2.4 applies.
3.4 Automated changes. Where you enable automation, the Services will make changes to your advertising accounts — bids, budgets, campaign state, keywords, targets — according to the settings you configure. You are responsible for the settings you choose. The Services record the changes they make so that you can review them and take corrective action. Reversing a setting does not undo advertising already delivered or charges incurred with an Advertising Platform.
4. Customer Data and intellectual property
4.1 Your data. As between the parties, you own all right, title and interest in Customer Data. You grant us a non-exclusive licence to host, process, transmit and display Customer Data solely to provide, secure and support the Services, and as otherwise instructed by you.
4.2 Aggregated data. We may compile statistical and performance information derived from Customer Data in aggregated and de-identified form, and use it to operate, benchmark and improve the Services. Aggregated data never identifies you, your Authorised Users, your products or your end customers, and we will not publish it in a form from which you could be identified.
4.3 Model training. We do not use Customer Data to train generally available machine learning models, and we contractually require our AI sub-processors not to do so. See the AI Transparency Notice.
4.4 Our intellectual property. We retain all right, title and interest in the Services, the Documentation and all related intellectual property. No rights are granted other than those expressly set out in this Agreement.
4.5 Feedback. If you give us suggestions or feedback about the Services, we may use them without restriction and without obligation to you, excluding Customer Data and Confidential Information contained in that feedback. We will not identify you as the source.
5. Confidentiality
Each party may receive non-public information of the other that is designated confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform this Agreement, protect it with at least the care it applies to its own confidential information and no less than reasonable care, and disclose it only to personnel, service providers and advisers who need it for that purpose and are bound by confidentiality obligations. Customer Data, non-public security documentation, product plans, negotiated pricing and Order Forms are Confidential Information without requiring a marking. These obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, is lawfully obtained from a third party without a duty of confidence, or is independently developed. A party may disclose Confidential Information where legally compelled, giving the other party prior notice where lawful. These obligations survive for three years after termination, indefinitely for trade secrets and, for retained Customer Personal Data, for as long as it is held. On request, each party will return or delete the other’s Confidential Information, subject to legal retention and restricted archival copies. Customer Data is governed by clause 12 and the DPA. Neither party may use the other’s logo or publish a customer case study without prior written permission.
6. Data protection
6.1 Roles. For Personal Data contained in Customer Data, you act as controller and we act as processor. For Personal Data about your Authorised Users and billing contacts that we process to operate our own business — account administration, billing, security, support and marketing — we act as controller, as described in our Privacy Policy.
6.2 Data Processing Agreement. The Data Processing Agreement forms part of this Agreement and applies whenever we process Personal Data on your behalf. It addresses international transfer safeguards and applicable UK, Swiss, US state and Indian data protection requirements. No separate signature is required, though we will sign an execution copy on request.
6.3 Sub-processors. The sub-processors we engage are listed at advigator.com/legal/subprocessors, together with the notice mechanism for changes.
6.4 Security. We maintain the technical and organisational measures described in our Security Overview and in Annex II of the Data Processing Agreement.
7. Fees, taxes and invoicing
Fees, billing cycles, usage measurement, currency, taxes, late payment and refunds are set out in the Payment Terms. You remain responsible for paying the Advertising Platforms directly for media spend; Advigator never charges you for, and never receives, your advertising budget.
8. Warranties
8.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
8.2 Our warranty. We warrant that (a) the Services will perform materially in accordance with the Documentation; (b) we will provide the Services with reasonable skill and care and in accordance with applicable law; and (c) we will not materially decrease the security protections of the Services during a subscription term. Your exclusive remedy for a breach of this warranty is for us to correct the non-conformity or, if we cannot do so within a reasonable period, for you to terminate the affected Service and receive a pro-rata refund of prepaid fees.
8.3 Disclaimer. Except as expressly stated in clause 8.2, and to the maximum extent permitted by law, the Services are provided “as is”. We do not warrant that the Services will be uninterrupted or error-free, that they will produce any particular advertising result, or that data obtained from Advertising Platforms or other third-party sources will be complete, accurate or timely. The Services provide decision support; the commercial decisions you make remain yours.
9. Indemnities
9.1 By Advigator. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with this Agreement, infringe that third party’s intellectual property rights, and we will pay damages finally awarded or agreed in settlement. If the Services become, or in our opinion are likely to become, subject to such a claim, we may at our option procure the right to continue using them, modify them so they are non-infringing, or terminate the affected Service and refund prepaid fees for the unused period. We have no obligation for claims arising from Customer Data, from use in breach of this Agreement, or from combination with materials not supplied by us.
9.2 By Customer. You will defend us against any third-party claim arising from (a) Customer Data or advertising content published through the Services; (b) your breach of the Acceptable Use Policy or of any Advertising Platform’s terms; or (c) your violation of applicable law, and pay damages finally awarded or agreed in settlement.
9.3 Process. The indemnified party must give prompt notice of the claim, grant the indemnifying party sole control of the defence and settlement (provided no settlement imposes liability or admission on the indemnified party without its consent), and give reasonable cooperation at the indemnifying party’s expense.
10. Limitation of liability
10.1 Excluded losses. Neither party will be liable for loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, or indirect or consequential loss, however arising.
10.2 General cap. Each party’s total aggregate liability arising out of or in connection with this Agreement is limited to the total fees paid or payable by you to us under this Agreement in the twelve (12) months immediately preceding the event giving rise to the liability.
10.3 Enhanced cap. For breaches of clause 5 (Confidentiality) and of the Data Processing Agreement, the cap in clause 10.2 is replaced by two (2) times the total fees paid or payable by you in the twelve (12) months immediately preceding the event.
10.4 Uncapped matters. Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence, for your obligation to pay fees due, for the indemnities in clause 9, or for any liability that cannot be limited under applicable law.
10.5 Allocation of risk. The parties acknowledge that the fees reflect the allocation of risk in this clause 10 and that these limits apply even if a limited remedy fails of its essential purpose.
11. Term, suspension and termination
11.1 Term. This Agreement starts when you accept it and continues until all subscriptions have expired or been terminated. Self-service subscriptions run month to month. A signed Order Form may specify a fixed subscription term, renewal arrangements and payment schedule; monthly invoicing alone does not shorten that term. No fixed-term automatic renewal applies unless the Order Form expressly specifies its length and non-renewal notice.
11.2 Termination by you. You may terminate any subscription for convenience at any time by giving notice through your account settings or in writing. Termination takes effect at the end of the then-current billing period, or on any earlier date you specify that is at least consistent with the maximum notice period in clause 12.2. Unless termination is for our material breach, fees already due are not refundable.
11.3 Termination by you for cause or for change. You may terminate immediately on written notice if we commit a material breach that we fail to cure within 30 days of written notice, or if a change we make under clause 2.4 or clause 14 has a material adverse effect on you. In either case we will refund prepaid fees for the unused portion of the term.
11.4 Termination by us. We may terminate a self-service subscription for convenience by giving you at least 60 days’ written notice, in which case we will refund prepaid fees for the unused portion of the term. We may not terminate a fixed-term Order Form for convenience before its expiry unless that Order Form expressly permits it. We may terminate for your material breach that is not cured within 30 days of written notice, for non-payment that is not cured within 15 days of written notice, or on your insolvency.
11.5 Suspension. We may suspend your access without prior notice only where strictly necessary: where your use presents a material security risk, where it is causing or likely to cause harm to the Services or to other customers, where it violates the Acceptable Use Policy in a manner that exposes us or an Advertising Platform to legal liability, or where an Advertising Platform requires it. We will give notice as soon as reasonably practicable, limit the suspension to what is necessary, and restore access promptly once the cause is resolved.
11.6 Effect of termination. Subject to the continued service and retrieval rights in clause 12, on termination your right to access the Services ends, all unpaid fees accrued become due, and clause 12 (Exit and portability) applies. Clauses 4, 5, 9, 10, 12, 13 and 15 survive termination.
12. Exit, data portability and switching
This clause implements Chapter VI of Regulation (EU) 2023/2854 (the EU Data Act) and applies to all customers, wherever located.
12.1 No barriers. We will not impose commercial, technical, contractual or organisational obstacles that prevent you from terminating the Services, contracting with another provider, or porting your exportable data and digital assets to another provider or to your own infrastructure.
12.2 Notice period. The maximum notice period you must give to start a switching process is two (2) months.
12.3 Transition period. On termination we will maintain a transition period of 30 days, starting from the end of the notice period, during which you retain the ability to export your data. Where a 30-day period is technically unfeasible for a particular migration, we will notify you within 14 days of your switching request and may extend the transition period by agreement up to a maximum of seven (7) months, stating the technical reasons and proposed alternative period. You may request a shorter transition period, or extend it once for a period appropriate to your migration. The Agreement remains applicable during the transition. We will maintain continuity and security and provide reasonable assistance and information about known continuity risks.
After the transition ends, you have a separate 30-calendar-day retrieval period to retrieve exportable data, directly or by requesting an export at legal@advigator.com. Normal advertising automation need not continue during retrieval. The service contract ends on successful completion of switching, or at the end of the applicable notice period if you request erasure instead of switching; retrieval, confidentiality and deletion obligations survive. We will confirm that event.
12.4 What you can export. Throughout your subscription and during the transition period you can export, in a structured, commonly used and machine-readable format (XLSX or CSV): your keywords, targets and negative targeting; your product and performance data from the analytics views, including the hourly and chart breakdowns. For any other data set held in your account — campaign and campaign-group configuration, bid and budget rules, change history — we will produce a structured export on request during the transition or retrieval period at no charge. Your advertising data also remains available to you directly from the Advertising Platform, which is its system of record.
Exportable categories also include customer-supplied creative assets, account configuration, customer activity records and associated metadata generated through your use, to the extent held by us and available under applicable law. We will identify available formats and transfer methods on request. Excluded categories are our source code, proprietary algorithms, internal security configuration, other customers’ data and third-party material we cannot lawfully disclose. These exclusions will not be used to obstruct switching or withhold your exportable data.
12.5 Assistance and charges. We will provide reasonable assistance during switching. We do not charge switching, egress or exit fees. We are not obliged to reproduce our own service, features or infrastructure in the destination environment, or to disclose our trade secrets.
12.6 Deletion. After the retrieval period, or earlier at your explicit request for erasure, we will delete Customer Data in accordance with the Data Retention and Deletion Policy and the Data Processing Agreement, and will confirm deletion in writing on request.
13. Export control, sanctions and anti-corruption
You represent that neither you nor any Authorised User is located in, or is a national of or ordinarily resident in, a country or territory subject to comprehensive EU, UK, UN or US sanctions, and that neither you nor any of your owners or Authorised Users appears on an applicable restricted party list. You will not use the Services in breach of applicable export control or sanctions laws. Each party will comply with applicable anti-bribery and anti-corruption laws.
14. Changes to these terms
We may change the Advigator Terms. For changes that have a material adverse effect on you, we will give at least 30 days’ prior notice by email and in the Services, and the change takes effect at the start of a billing period after the notice expires. For a fixed-term Order Form, material adverse changes to agreed commercial or contractual terms apply only at renewal unless you agree otherwise. Changes strictly necessary to comply with law may take effect earlier to the extent required; we will explain the reason and give as much notice as reasonably possible. If you object, you may terminate the affected Service under clause 11.3. Non-adverse clarifications and terms for optional new features may take effect when published. Changes required by an Advertising Platform remain subject to clause 2.4 and do not automatically rewrite an Order Form. The current version and its date are always shown at the top of this page; version information is available in the Version Register. A review draft does not amend your agreement. Effective dates and notices must be assessed for the individual customer.
15. General
15.1 Notices. Notices to us must be sent to legal@advigator.com and, for formal legal notices, in writing to the registered office above. Notices to you will be sent to the email address on your account.
15.2 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it in full to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its assets, on written notice.
15.3 Subcontracting. We may use subcontractors and sub-processors to provide the Services and remain responsible for their performance.
15.4 Force majeure. Neither party is liable for failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disturbance, labour disputes, government action, failures of the public internet, and denial-of-service attacks.
15.5 Severability and waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the rest of the Agreement remains in force. A failure to enforce a provision is not a waiver of it.
15.6 No third-party beneficiaries. This Agreement does not create rights for any person other than the parties.
15.7 Order of precedence. Mandatory law and applicable Standard Contractual Clauses prevail. For processing of Personal Data, the DPA prevails over conflicting terms, including an Order Form. For other matters: (1) a signed Order Form or enterprise agreement; (2) this Agreement; (3) other incorporated documents. An expressly incorporated SLA governs its specific service-level subject matter. No document may reduce mandatory data protection rights.
15.8 Entire agreement. The Advigator Terms, together with any signed order form, are the entire agreement between the parties on this subject and supersede all prior agreements and representations. We reject any additional or conflicting terms presented on a purchase order or similar document.
15.9 Governing law and jurisdiction. This Agreement and any non-contractual obligations arising from it are governed by the laws of Italy, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of Milan, Italy have exclusive jurisdiction, save that either party may seek injunctive or interim relief in any court of competent jurisdiction. Nothing in this clause deprives a party of any mandatory protection of the law of its own country that cannot be derogated from by agreement.
15.10 Language. These terms are published in English. Any translation is provided for convenience only; in the event of a discrepancy, the English version governs.
Versions and notices. See the Version Register. This revision does not assert that any prior version has been accepted, replaced or notified. Existing agreements remain applicable until a valid amendment or replacement takes effect.