# Terms of Service

**DRAFT — not legal advice — review by counsel required.**

Last updated: [date]. These terms are between [legal entity] ("Demander", "we") and the business that creates a Demander organisation ("Customer", "you").

## 1. Who may use Demander

Demander is a service for businesses. By accepting these terms for an organisation, you confirm that:

- you act for a business;
- you are authorised to bind it.

Consumers may not subscribe.

## 2. Definitions

- **Organisation.** Your account in Demander. Its owners and admins manage billing and members.
- **Workspace.** A brand or client inside an organisation, with its own integrations, data and settings.
- **Platforms.** Third-party services you connect: ad platforms (Google Ads, Meta, LinkedIn, Microsoft Advertising, TikTok, Reddit, X, Sklik), mailboxes, CRMs, social and messaging channels, data vendors.
- **Managed ad spend.** Spend on your ad accounts in campaigns that Demander manages for a workspace. It is converted to EUR at the ECB reference rate of the day.
- **Management.** Demander changing anything on a Platform for you. Examples: launching a campaign, or changing a budget, bid, status, creative, audience or post.
- **Customer Data.** Personal data and other content you or your Platforms put into a workspace.

## 3. The service

1. **What Demander does.** Demander plans, launches, optimises and reports B2B campaigns. It also runs outreach, social publishing and conversations, on your connected Platforms and under your instructions.
2. **Approvals and guardrails.** Changes to live campaigns follow your autonomy settings and guardrails: approval steps, budget caps and anomaly pausing. Every change is logged. Most changes can be reverted.
3. **You are the advertiser.** The ad accounts, Pages, mailboxes and other Platform accounts are yours. The Platforms bill you directly for ad spend; Demander never pays a Platform for you.
4. **Execution modes.**
   - **Sandbox and dry run** change nothing on Platforms.
   - **Live** requires a paid plan.
5. **AI.** Some content is drafted with AI: messaging, creative variants, account briefs. You review and approve it before it is used. You are responsible for what you approve.

## 4. Accounts, team members, API tokens and agents

1. **Users and roles.** You decide who joins your organisation and with which role (owner, admin, marketer, sales, viewer).
   - Invitations expire after 7 days.
   - Only owners and admins with a verified e-mail address can connect Platforms.
2. **API tokens and agents.** You can create personal API tokens:
   - they expire after 90 days by default, at most 365;
   - their scopes are read, write and approve.

   You can connect AI agents, for example a Claude connector over MCP. **Anything done with a token is done by the user who created it.** Keep tokens secret, and revoke them when no longer needed.
3. **Credentials.** You are responsible for the security of your users' credentials. Tell us without delay if you suspect misuse.

## 5. Plans, trial and payment

1. **Plans.** Prices are in EUR per month, excluding VAT. The prices shown in Stripe Checkout are authoritative.

   | Plan | Monthly billing | Annual billing (per month) | Managed ad spend included per month | Fee above it |
   |---|---|---|---|---|
   | Snapshot | free (sandbox and dry run only) | — | — | — |
   | Starter | €299 | €249 | €5,000 | 1.5 % |
   | Growth | €1,069 | €890 | €25,000 | 1.5 % |
   | Scale | €2,990 | €2,490 | €100,000 | 1.0 % |
   | Performance | €399 (includes €9,975 of spend) | — | €9,975 | 4 % up to €100,000, 2.5 % above |
   | Agency | — | €1,290 (5 workspaces at Starter limits each) | €5,000 per workspace | 1.5 % |
   | Enterprise | per contract | per contract | per contract | per contract |

   Extra workspaces cost €149 a month (€129 on Agency). Plan limits (workspaces, mailboxes, platforms, autonomy level, prospecting credits) are enforced in the app.
2. **Trial.** A new organisation gets a free trial of [14] days with Growth limits. No charge is made during the trial. If you subscribe during the trial, the paid period starts when the trial ends.
3. **Payment.** Subscriptions are sold and managed through Stripe (Checkout and the Customer Portal).
   - Fees are charged in advance for each billing period.
   - The fee on managed ad spend is charged in arrears.
   - VAT is added where applicable. Give a valid VAT number for the reverse charge.
4. **Plan changes.**
   - **Upgrades**, including monthly to annual and more workspaces, apply immediately and are invoiced pro rata.
   - **Downgrades** credit the unused time on the next invoice.
   - Fees on spend recorded before a plan change are billed at the rate in effect when the spend occurred.
5. **Price changes.** We will give at least [30] days' notice of a price change. It applies from your next billing period.

## 6. Fee on managed ad spend

1. **How spend is measured.** Each day, Demander reads managed ad spend from your ad accounts and converts it to EUR. Spend above your plan's included amount for the calendar month is charged at your plan's rate. The amount is reported to Stripe as metered usage.
   - **Agency:** spend is measured per workspace.
   - **Annual plans:** the fee is invoiced monthly, like on monthly plans.
   - **Small spenders:** every plan includes at least the first €5,000 of managed spend a month; the Performance plan's percentage applies only to spend above €5,000.
2. **Corrections.** Platforms restate recent spend. Demander re-checks the previous month during the first 3 days of a month, and corrects the reported amount upward or downward.
3. **Excluded spend.** No fee is charged on:
   - spend in campaigns Demander does not manage;
   - spend during days when management is suspended (§7).

## 7. Late payment: grace period and suspension

1. **Grace period.** If a payment fails, Stripe retries it. Your subscription is past due and a grace period of [7] days starts. Everything keeps working during the grace period, and owners and admins are notified.
2. **Suspension of management.** If payment is still outstanding after the grace period, **management of your workspaces is suspended**.
   - Demander **stops changing anything on your Platforms**: no launches, budget, bid or status changes, pauses, creative changes or containment actions.
   - Its automation also stops: optimisation, outreach sends, social publishing, CRM and offline-conversion uploads, and audience additions.
3. **What continues during suspension.**
   - Opt-out removals from audiences and lookalike seeds Demander uploaded.
   - Inbound replies (classified and forwarded to the responsible person).
   - Click-to-message conversations, handed to a person with no automated replies.
   - Website tracking and consent handling.
   - Reading metrics from your Platforms.
   - Refreshing connection tokens.
4. **Your campaigns keep running.** Campaigns already live on your Platforms **keep running and spending** under your Platform accounts. **Demander's guardrails no longer protect them**: no budget caps and no anomaly pausing. When management is suspended, we e-mail your owners and admins the list of campaigns still running. **You are responsible for pausing or changing them in the Platforms during suspension.**
5. **Resumption.** When the subscription is in good standing again, management resumes automatically.
6. **Fee during suspension.** Days of suspension do not count toward the fee on managed ad spend.

## 8. Your responsibilities

You are responsible for:

1. **Lawful use.** You use Demander lawfully, including data protection, e-marketing, consumer-protection and advertising rules in the countries you target.
2. **Lawful basis.** You have a lawful basis for the personal data you process in Demander.
   - Before e-mailing prospects on legitimate interest, you complete and record the legitimate-interest assessment ([lia-template.md](lia-template.md)).
   - Your outreach carries the notice required by GDPR Art. 14 ([art14-notice.md](art14-notice.md)), an identification of the sender, and an unsubscribe link. Demander adds these by default; do not remove them.
3. **Website notice and consent.** You provide the cookie and tracking notice for your website and collect consent where required ([cookie-notice.md](cookie-notice.md)).
4. **Platform policies.** You comply with each Platform's terms and policies, including the Customer Match, Custom Audience and Matched Audiences terms.
   - Demander enforces eligibility rules for audience seeds.
   - If you enable prospected seeds, you make the attestation in [prospected-seeds-attestation.md](prospected-seeds-attestation.md) and are responsible for its truth.
5. **Content.** The content you approve, and the claims in it.
6. **Budgets.** The budgets, caps and autonomy settings you choose, and your Platform bills.
7. **Data vendors.** The data you obtain from data vendors under your own licences.

## 9. Third-party Platforms and their costs

1. **Platform terms apply.** Platforms are provided by third parties under their own terms. Platforms may reject, limit, suspend or change ads, accounts and APIs. Demander is not responsible for Platform decisions or outages, or for changes that reduce functionality. We will adapt where reasonably possible.
2. **Usage costs.** Some Platforms charge for API usage:
   - X API credits for posts and direct messages;
   - data vendor credits;
   - geocoding above free tiers.

   Where Demander uses its own platform keys for these, the costs are included in your plan's limits, unless your plan or order form says otherwise.
3. **X API usage.** Each plan includes an amount of X API usage per month, measured at X's list prices (see the pricing page). More is available as **X API packs**, an add-on billed with your subscription. When the included amount and packs are used up, Demander stops calling the X API until the next month or until you add a pack: posts to X are not published, X direct messages are handed to a person in your team, and X message polling pauses. Unused amounts do not carry over.

## 10. Data protection

Our [Data Processing Agreement](dpa.md) forms part of these terms. Our [privacy policy](privacy-policy.md) describes the data we process as controller.

## 11. Ending your use: cancellation and deletion

1. **Cancellation.** You can cancel your subscription in the Customer Portal. **You keep the whole period you have paid for**; the service works as before until it ends. There is no grace period after it. The organisation then returns to Snapshot, which has no live execution:
   - Demander stops managing your campaigns, as described in §7.2 and §7.3;
   - campaigns already live keep running in your Platform accounts, as described in §7.4.
2. **Deletion.** You can delete a workspace, the organisation or your account at any time in the app, either:
   - **now** — immediate; or
   - **at the end of the paid period** — the subscription does not renew, everything keeps working until then, and you can call the deletion off before that date.

   Deletion requires your password and a typed confirmation. Once it runs it **cannot be undone**.
3. **What deletion does.**
   - **Campaigns keep running.** Campaigns, ads and audiences that Demander created or uploaded **stay in your own Platform accounts and keep running**. From deletion on, **you are solely responsible for them**, including honouring opt-outs on audiences Demander uploaded.
   - **Access is revoked.** Demander revokes its access to your Platforms where the Platform allows it.
   - **The subscription ends.** Deleting the organisation now cancels the Stripe subscription immediately; the fee on managed spend for the current month is invoiced with the cancellation. **Prepaid time that is not used is not refunded** — choose deletion at the end of the paid period to use it. [Counsel: confirm for consumer-protection exceptions, if any customers are not businesses.]
   - **Data is deleted.** All workspace data is deleted. We keep a minimal deletion record (ids and counts, no names or e-mail addresses) and AI-usage cost records.
   - **What you need to remove.** We e-mail the owners:
     - the list of campaigns still running;
     - what to remove: the tracking snippet, the reply-subdomain MX record, and Demander's access in each Platform's settings.
   - **Old reply addresses stop working.** Replies to them bounce.
4. **Termination by us.** We may suspend or terminate the service for material breach, after notice and [14] days to cure. We may do so immediately where needed to prevent unlawful use or harm, or where a Platform requires it. Termination has the effects in §11.3.

## 12. Warranties and liability

1. **Service.** We provide the service with reasonable skill and care. We do not guarantee any campaign result, ranking, approval or cost.
2. **Excluded losses.** Neither party is liable for indirect or consequential loss, or loss of profit or data, except where the law does not allow this exclusion.
3. **Cap.** Our total liability in any 12 months is limited to the fees you paid for those 12 months. Ad spend paid to Platforms does not count as fees.
4. **Not covered.** We are not liable for:
   - ad spend or Platform charges;
   - campaigns running during suspension or after deletion (§7, §11);
   - changes you or your users approved, including through API tokens and agents.
5. **Indemnity.** You indemnify us against third-party claims arising from your content, your data, your use of Platforms, or your breach of §8.

## 13. General

1. **Changes to these terms.** We may change these terms with [30] days' notice to account owners.
2. **Governing law and courts.** [Governing law and courts — counsel.]
3. **Entire agreement.** These terms, the DPA and any order form are the entire agreement. If they conflict, the order form prevails, then the DPA (for data protection), then these terms.

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Source: https://demander.to/legal/terms/