General Terms & Conditions of Service

1. Applicability & Formation of Agreement

These General Terms and Conditions (“Terms”) govern all proposals, statements of work (SOW), master services agreements (MSA), and digital service subscriptions entered into between Shugar Media B.V. (“Shugar Media”) and any commercial entity or client (“Client”).

Any general conditions, procurement terms, or purchasing stipulations of the Client are explicitly rejected, unless explicitly accepted in writing and signed by an authorized managing director of Shugar Media B.V.

2. Scope of Services

Shugar Media provides professional B2B marketing services structured across three primary pillars:

• Performance Media Buying & Campaign Management: Strategy, technical deployment, bid ladder optimization, and day-to-day scaling across TikTok Ads Manager and TikTok Smart+ 2027 engine.
• Data-Driven Creative Lab: Conception, scripting, casting, studio filming, voiceover production, and vertical 9:16 post-production optimization for TikTok ad creatives.
• Attribution & API Software Integration: Integration and telemetry management using Shugar Engine™ and the official TikTok Marketing API v1.3 and Conversions API (CAPI).

3. Client Account Ownership & Direct Ad Spend Billing

To ensure 100% financial and operational transparency:

4. Intellectual Property Rights (IP)

The allocation of intellectual property rights is governed as follows:

• Custom Creative Deliverables: Upon full and timely settlement of all corresponding agency invoices, Shugar Media assigns to the Client an exclusive, perpetual, worldwide license to exploit, distribute, and broadcast the final bespoke video creatives produced under the applicable Statement of Work.
• Agency Proprietary Technology (Shugar Engine™): All pre-existing software, algorithmic bid ladder logic, API webhook dispatchers, attribution connectors, proprietary codebases, and know-how remain the exclusive intellectual property of Shugar Media B.V. Nothing in these Terms shall be construed as a transfer of proprietary software rights.
• Raw Footage & Pre-production Assets: Uncut project rushes, raw camera sensor files, and discarded script options remain the property of Shugar Media unless specifically purchased in the SOW.

5. Remuneration & Payment Terms

Unless otherwise stated in the executed Statement of Work:

• Fixed monthly management retainers are invoiced in advance on the first (1st) day of each calendar month.
• Performance incentives (ROAS or profit-share bonuses, if agreed) are calculated and invoiced at calendar month close.
• All invoices are payable within 14 calendar days (Net 14) from the date of invoice issuance via SEPA Bank Transfer (IBAN) or approved corporate wire.
• All stated agency fees are net of Dutch Value Added Tax (BTW, 21%). For clients located within the EU outside the Netherlands with a verified VAT identification number, the reverse-charge mechanism (BTW verlegd) will be applied.
• In the event of overdue payment, the Client shall be automatically in default without notice. Shugar Media reserves the right to charge statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code (wettelijke handelsrente voor handelstransacties) and pause active campaign management.

6. Warranty & Best Efforts Obligation

Performance advertising inherently involves algorithmic volatility, third-party platform policy shifts, and auction competition. Accordingly, Shugar Media undertakes an obligation of best efforts (inspanningsverbintenis) and does not warrant specific commercial results, target ROAS guarantees, or sales volume unless expressly stipulated in writing as an absolute guarantee.

7. Limitation of Liability

To the maximum extent permitted by mandatory Dutch law:

• Shugar Media’s total aggregate liability arising out of or related to the agreement, whether in contract, tort (including negligence), or otherwise, shall be strictly capped at the total management fees paid by the Client to Shugar Media in the three (3) months immediately preceding the event giving rise to liability.
• In no event shall Shugar Media be liable for any indirect, consequential, punitive, or incidental damages, including but not limited to loss of profits, lost revenue, reputational damage, or downtime caused by TikTok API outages.
• Nothing in these Terms excludes or limits liability for damages caused by willful misconduct (opzet) or gross negligence (bewuste roekeloosheid) of Shugar Media’s executive board.

8. Term & Termination

Agreements commence on the effective date designated in the SOW. Unless specified otherwise, contracts feature an initial three-month optimization cycle, after which they renew automatically on a month-to-month basis. Either party may terminate the agreement by providing at least thirty (30) days’ written notice prior to the end of the subsequent calendar month.