Last Updated: 26 August 2025
These Terms of Service (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Client”, “you”), and MEDIAXACT LTD (“MEDIAXACT”, “we”, “us”, or “our”), concerning your access to and use of our advertising services (the “Services”). You agree that by engaging our Services, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using our Services and you must discontinue use immediately.
MEDIAXACT provides strategic advertising services centered around a network of third-party digital content creators and platforms, known as “Opinion Leader”. Our Services include, but are not limited to, strategic planning, Opinion Leader selection, content creation, programmatic media buying and amplification, campaign management, and performance reporting. The specific scope, deliverables, and fees for each engagement will be detailed in a separate service agreement or insertion order (“Service Agreement”) which will incorporate these Terms by reference.
The Client agrees to provide all necessary information, materials (such as brand assets, logos, and product details), and approvals in a timely manner to enable us to perform the Services effectively. The Client is responsible for ensuring that all materials provided to MEDIAXACT are accurate, complete, and free from any third-party intellectual property claims. The Client warrants that it has all necessary rights, licenses, and permissions to use and provide such materials for the purposes of the campaign. The Client agrees to indemnify and hold MEDIAXACT harmless against any claims arising from the use of the materials provided by the Client.
All campaign content, including but not limited to ad copy, images, and videos, requires the Client’s written approval before launch. MEDIAXACT will execute the campaign in good faith; however, the Client acknowledges that all campaigns are subject to the terms and conditions of the respective third-party platforms (e.g., social media networks) on which they are distributed. These platforms reserve the right to reject or remove any content at their sole discretion. MEDIAXACT is not liable for any content removal or campaign interruption initiated by these third-party platforms.
Fees for our Services will be set out in the applicable Service Agreement. Unless otherwise agreed in writing, all fees are quoted exclusive of VAT. Invoices are due and payable upon receipt, unless a different payment schedule is specified in the Service Agreement. We reserve the right to charge interest on any overdue amounts at the statutory rate. MEDIAXACT may require an advance payment before commencing work. All payments shall be made in the currency specified on the invoice.
Upon full and final payment of all fees due, MEDIAXACT grants the Client a license to use the final, approved campaign deliverables for the purpose and duration specified in the Service Agreement. All pre-existing materials, as well as all strategic concepts, drafts, and preliminary work created by MEDIAXACT, shall remain the sole property of MEDIAXACT. The Client agrees not to use any of our proprietary concepts or ideas presented during a pitch or proposal phase outside of a formal agreement with us without our express written consent.
Both parties agree to keep confidential all non-public information received from the other party during the course of the engagement. This includes, but is not limited to, business strategies, client information, campaign performance data, and pricing. This obligation of confidentiality will survive the termination of our business relationship.
To the maximum extent permitted by law, MEDIAXACT shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Services. In no event shall MEDIAXACT’s aggregate liability for all claims relating to the Services exceed the total amount of fees paid by the Client to MEDIAXACT in the six (6) months immediately preceding the event giving rise to the claim.
The term of our engagement will be specified in the Service Agreement. Either party may terminate the agreement for cause if the other party commits a material breach of these Terms and fails to cure such breach within fourteen (14) days of receiving written notice. Upon termination, the Client is obligated to pay for all Services rendered and costs incurred up to the date of termination.
Governing Law and Jurisdiction: These Terms, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.
Entire Agreement: These Terms, together with any applicable Service Agreement, constitute the entire agreement between MEDIAXACT and the Client and supersede all prior communications, negotiations, and agreements, whether oral or written.
Modification: We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on our Website. Your continued use of our Services after any such changes constitutes your acceptance of the new Terms.
Contact: For any questions regarding these Terms, please contact us at info@mediaxact.com.