Terms & Conditions

ZenoX Media specializes in helping e-commerce brands scale through performance-driven Google Ads management. Our services include, but are not limited to:

• Building and managing high-converting Google Ads campaigns across all relevant campaign types
• Conducting in-depth market, competitor, and product research to inform campaign strategy
• Providing strategic recommendations and performance insights on an ongoing basis
• Creating ad visuals and writing ad copy aligned with the Client's brand and business objectives
• Managing all aspects of the Client's Google Ads account, including campaign structure, keyword strategy, bidding, and budget allocation
• Coordinating with trusted third-party specialists where required to deliver the agreed scope
• Ensuring campaign management remains aligned with the Client's business goals throughout the engagement

The specific scope of services for each Client is described above. Any services not expressly listed are not included and may be subject to additional fees if requested. The following are explicitly excluded from standard engagements unless separately agreed in writing: website development, SEO, social media management outside of paid advertising, email or SMS marketing, legal or financial advice, and conversion rate optimization beyond campaign-level recommendations. ZenoX Media may engage qualified team members or subcontractors to deliver the Services. The Agency remains fully responsible for the quality of all work delivered, regardless of who performs it internally.

ZenoX Media charges a monthly management fee based on the Client's total Google Ads spend during the billing period. Fees are calculated using the following tiered rate structure, applied per client - not per individual store or sub-account under the client:

• First €10,000 → 10%
• Next €20,000 (€10k-€30k) → 9%
• Next €50,000 (€30k-€80k) → 8%
• Next €70,000 (€80k-€150k) → 7%
• Everything above €150,000 → 6%

Each bracket rate applies only to spend within that bracket - not to the total. For example, a client spending €12,000-€16,000 per month would typically pay a total monthly retainer in the range of €1,000-€1,500. The effective rate decreases automatically as spend scales.

The following payment terms apply to all engagements unless otherwise agreed in writing:

• Invoices are issued monthly, based on the prior month's verified total Google Ads spend as reported by the Google Ads platform
• All invoices are due and payable within 14 days of the invoice date
• All fees are invoiced in EUR or USD; payments in other currencies are accepted at the prevailing exchange rate on the invoice date
• The Client's Google Ads budget is paid directly to Google by the Client - ZenoX Media does not advance, fund, or guarantee the Client's ad spend under any circumstances

In the event of a discrepancy between the Client's records and platform spend data, both parties will work in good faith to reach an agreed figure within 14 days of the invoice date. If no agreement is reached, ZenoX Media's platform-reported figure will serve as the billing basis.

ZenoX Media reserves the right to revise its fee structure upon 30 days' written notice. Continued use of services following the effective date of any revision constitutes acceptance of the updated fees.

Failure to pay invoices on time may result in immediate suspension of all services and withholding of all work product, assets, and account accesses until all outstanding balances are settled in full. If a payment becomes overdue by more than 14 days beyond the invoice due date, ZenoX Media may, at its sole discretion, take any or all of the following actions without further notice:

• Issue a formal written notice of overdue payment to the Client
• Immediately suspend all active campaign management and services
• Withhold delivery, transfer, or access to all work product, reports, creative assets, campaign data, strategies, and any intellectual property produced during the engagement
• Revoke or restrict the Client's access to any shared tools, assets, or platforms managed by ZenoX Media in connection with the Services
• Apply a late payment charge of 1.5% per month on the outstanding balance, accruing from the original invoice due date

If a payment remains outstanding for more than 30 days beyond the invoice due date, ZenoX Media reserves the right to terminate the engagement entirely with immediate effect. All terms under Section (Payment When Offboarding) will then apply. Suspension or termination due to non-payment does not relieve the Client of the obligation to pay all outstanding invoices in full, including any applicable late charges. Services will only be resumed upon full settlement of all overdue amounts.

Either party may terminate the collaboration at any time. The following process applies when the Client wishes to end the engagement:

• The client wishes to stop the collaboration and informs us about it
• As there is no notice period from our side, the collaboration can stop immediately after we send out the last invoice and all open invoices are settled. ZenoX Media issues a final invoice covering all services rendered up to and including the termination date
• Upon written confirmation of full immediate settlement, ZenoX Media initiates the offboarding and handover process. All agreed work product, campaign assets, and account accesses are transferred to the Client upon completion of offboarding

ZenoX Media reserves the right to withhold delivery of all work product, creative assets, campaign data, reports, and any intellectual property produced during the engagement, as well as revoke or retain access to all managed accounts, tools, and platforms, until all outstanding invoices have been paid in full. Transfer of ownership, assets, and accesses will only be initiated upon confirmation of full settlement.

No notice period is required from ZenoX Media. ZenoX Media may terminate the collaboration immediately and without liability if the Client is in material breach of any term - including but not limited to non-payment, non-cooperation, or conduct that damages the Agency's reputation or operations. ZenoX Media reserves the right to pause or discontinue active campaign management during a termination period if the working relationship has materially broken down. Termination does not relieve the Client of the obligation to pay all fees accrued up to the termination date. Outstanding amounts remain due regardless of the reason for termination. Following termination, ZenoX Media will retain copies of work product and campaign data for internal record-keeping for a minimum of 12 months.

ZenoX Media retains ownership of all proprietary methodologies, frameworks, internal processes, templates, scripts, software, and systems developed by the Agency - regardless of whether these were applied during the delivery of services to the Client. Work product created specifically for the Client - including campaign structures, ad copy, creative assets, audience configurations, feed optimizations, and strategies - will be made available to the Client subject to all of the following conditions being met:

• All invoices related to the engagement have been paid in full, including the final invoice
• The Client has fulfilled all obligations under this Agreement
• The offboarding process has been formally completed by both parties

No payment, no transfer. ZenoX Media reserves the right to withhold delivery of all work product, creative assets, campaign data, reports, strategies, and any other intellectual property produced during the engagement - as well as to revoke or retain access to all managed accounts, tools, and platforms - until all outstanding invoices have been paid in full and the engagement is formally closed. Transfer of ownership, assets, and accesses will only be initiated upon written confirmation of full settlement. The Client warrants that all materials, branding, images, and content provided to ZenoX Media for use in campaigns are owned by or properly licensed to the Client, and that ZenoX Media's use of such materials does not infringe any third-party rights. The Client indemnifies ZenoX Media in full against any claims arising from Client-supplied materials. ZenoX Media may reference the Client's brand, campaigns, and results for portfolio, case study, or marketing purposes, unless the Client has explicitly requested otherwise in writing prior to or at the time of signing the Service Agreement.

To deliver the Services, the Client agrees to grant ZenoX Media the necessary access to all relevant platforms, including Google Ads, Google Analytics, Google Merchant Center, and any other tools specified in the Service Agreement.

• The Client is responsible for ensuring ZenoX Media has the correct access levels required to perform the agreed services
• ZenoX Media will not make changes outside the agreed scope without prior written approval from the Client
• The Client is solely responsible for maintaining sufficient ad budget in their Google Ads account. ZenoX Media bears no liability for campaign disruptions caused by insufficient funds, billing failures, or account suspensions originating from the Client's side
• All Client account data accessed by ZenoX Media is treated as strictly confidential and will not be shared, sold, or used for any purpose outside the delivery of services
• Upon termination of the engagement, ZenoX Media will remove its access to all Client accounts as part of the offboarding process - contingent on full payment as outlined in this Agreement

Both parties agree to treat as strictly confidential any non-public information received from the other party in connection with this Agreement, including but not limited to business strategies, financial data, campaign performance data, pricing, client lists, proprietary processes, and trade secrets (“Confidential Information”). Confidential Information may only be used for the purpose of fulfilling obligations under this Agreement. Neither party will disclose Confidential Information to third parties without prior written consent, except where required by law. ZenoX Media's internal methodologies, pricing structures, fee calculations, and proprietary frameworks are considered Confidential Information of the Agency at all times. Confidentiality obligations survive termination of this Agreement for a period of 3 years.

ZenoX Media reserves the right to use anonymized, aggregated performance data - such as percentage-based results, general trends, or outcome metrics - for the purposes of testimonials, case studies, or marketing materials, provided that no sensitive business information, identifiable financial figures, or identifying details are disclosed without the Client's prior written consent. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed without reference to the Confidential Information.

ZenoX Media does not guarantee specific advertising results, revenue outcomes, or ROAS. Any projections, estimates, or forecasts provided are illustrative only and do not constitute a contractual commitment. Google Ads performance is subject to a wide range of variables outside ZenoX Media's control, including but not limited to:

• Google algorithm changes, platform updates, and advertising policy changes
• Market conditions, seasonal trends, and competitor behaviour
• The Client's product quality, pricing strategy, and market positioning
• Website performance, conversion rate, and user experience
• Tracking accuracy, attribution model changes, and third-party data discrepancies
• Changes to the Client's product catalogue, inventory levels, or business operations
• Macroeconomic conditions affecting consumer demand

ZenoX Media will at all times apply professional expertise, industry best practices, and diligent effort to optimize campaign performance. The Agency cannot, however, be held responsible for underperformance caused by factors outside its reasonable control. Past results achieved for this or any other client do not constitute a guarantee of future performance.

To the fullest extent permitted by applicable law, ZenoX Media's total aggregate liability to the Client for any and all claims arising out of or related to this Agreement shall not exceed the total management fees paid by the Client to ZenoX Media in the three (3) calendar months immediately preceding the event giving rise to the claim. In no event shall ZenoX Media be liable for:

• Loss of revenue, profit, anticipated savings, or business opportunity
• Indirect, incidental, special, consequential, or punitive damages of any kind
• Losses arising from Google Ads platform outages, policy changes, account suspensions, or algorithm updates
• Losses resulting from inaccurate tracking, attribution errors, or third-party data discrepancies
• Losses caused by the Client's failure to maintain adequate ad budget, website uptime, product availability, or policy compliance
• Any loss or damage arising from the Client's instructions, decisions, or delayed approvals

Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct, or gross negligence on the part of ZenoX Media.

The Client agrees to indemnify, defend, and hold harmless ZenoX Media and its principals, employees, contractors, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's products, services, business practices, or operations
• Any breach of this Agreement or the Service Agreement by the Client
• Any third-party intellectual property infringement claims arising from materials or content provided by the Client
• Any violation of applicable laws, regulations, or Google's advertising policies attributable to the Client
• Any claims by the Client's customers, partners, or third parties relating to the Client's business

During the term of this Agreement and for a period of 12 months following its termination for any reason, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage any employee, contractor, or team member of ZenoX Media who was involved in delivering services to the Client during the engagement, or encourage, incentivize, or facilitate any such individual to leave ZenoX Media.

In the event of a breach of this clause, the Client agrees to pay ZenoX Media a recruitment and training compensation fee equal to 6 months' gross salary or contractor fees of the relevant individual, as liquidated damages and not as a penalty.

These Terms and Conditions constitute the entire agreement between ZenoX Media and the Client and supersede all prior discussions, representations, or agreements between the parties. ZenoX Media reserves the right to update these Terms at any time. Existing Clients will be notified of material changes with a minimum of 30 days' written notice before changes take effect. Continued use of services following the effective date constitutes acceptance of the revised Terms. Amendments to a specific Service Agreement are only valid if made in writing and signed by both parties. No verbal agreement, informal communication, or implied understanding alters the terms of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable under applicable law, it will be modified to the minimum extent necessary to make it enforceable. All remaining provisions continue in full force and effect.

This Agreement is governed by and construed in accordance with the laws of the United Arab Emirates, specifically those applicable within the Dubai Silicon Oasis free zone jurisdiction, without regard to conflict of law principles. In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. Either party may initiate this process by providing written notice. The parties will have 30 days from the date of such notice to reach a resolution before escalating further. If the dispute cannot be resolved within that period, it shall be finally settled by arbitration in Dubai, UAE, in accordance with the rules of the Dubai International Arbitration Centre (DIAC). Proceedings will be conducted in English, and the arbitral award shall be final and binding on both parties. Nothing in this clause prevents ZenoX Media from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or any other rights pending dispute resolution.

• Business Name: ZENOX MARKETING MANAGEMENT - FZCO
• Legal Form: Free Zone Company (FZCO)
• Registered Address:
  Building A1
  Dubai Digital Park
  Dubai Silicon Oasis
  Dubai, United Arab Emirates
• Managing Director / Owner: Christopher Krassnig
• Contact Information:
  Email: chris@zenoxmedia.com
• License Number: 57453