Terms and Conditions

1. Definitions

1.1 TJDA: Thijs Joosten Digital Acquisition, registered with the Dutch Chamber of Commerce under number 83495975, provider of the Service.

1.2 Client: the company or organisation that has created an Account or entered into an agreement with TJDA for the use of the Service. The Service is intended for business use only; TJDA does not contract with consumers.

1.3 Service: the online platform TJDA Pulse, including the connector plugin, the webhook API, the dashboards, the reports and the data connectors, as offered by TJDA and amended from time to time.

1.4 Account: the Client’s access to the Service, including all user accounts the Client creates under it.

1.5 Client Data: all data that the Client, or a system of the Client, submits to the Service, including conversion events, identifiers and settings.

1.6 Data Processing Agreement: the data processing agreement between TJDA and the Client governing the processing of personal data through the Service, which the Client accepts upon use of the Service. It forms an integral part of these Terms.

1.7 Connected Platform: an advertising or analytics platform of a third party (such as Google, Meta, LinkedIn, Microsoft or OpenAI) of which the Client is the account holder and which the Client has linked in the Service.

2. Applicability

2.1 These Terms apply to every use of the Service and to every agreement between TJDA and the Client concerning the Service. By creating an Account or using the Service, the Client accepts these Terms.

2.2 General or purchasing conditions of the Client do not apply, unless TJDA has expressly accepted them in writing.

2.3 In the event of conflict between these Terms and a separate written agreement or order confirmation, that agreement prevails. In the event of conflict concerning the processing of personal data, the Data Processing Agreement prevails.

2.4 If any provision of these Terms is void or voidable, the remaining provisions remain in force. The parties shall replace the affected provision with a valid one that approximates its intent as closely as possible.

3. The Service

3.1 The Service receives conversion events from the Client’s systems, stores them, forwards them to the Connected Platforms the Client has configured, and presents reports based on the stored data.

3.2 TJDA provides the Service on a best-efforts basis. TJDA does not warrant that the Service will be uninterrupted, error-free or always available, nor that conversions will reach a Connected Platform completely, in time or without error. Measurement data is an approximation of reality and may differ from the figures a Connected Platform reports itself.

3.3 TJDA may temporarily suspend the Service for maintenance, security or changes, and will inform the Client in advance where reasonably possible.

3.4 TJDA may modify, extend or discontinue parts of the Service. A change that materially reduces the core functionality for the Client will be announced at least thirty days in advance; the Client may then terminate the agreement as of the date the change takes effect.

3.5 TJDA may engage third parties in providing the Service, including hosting providers and suppliers of AI functionality. The engagement of third parties that process personal data is governed by the Data Processing Agreement.

4. Account and access

4.1 The Client is responsible for all activity under its Account, for keeping login credentials, API keys and tokens confidential, and for managing the users it grants access under its Account.

4.2 The Client shall immediately notify TJDA of any suspected misuse or loss of credentials or keys. TJDA may suspend access or renew keys where the security of the Service so requires.

4.3 The Client shall not use the Service in a manner contrary to law, the rights of third parties or these Terms; decompile, reverse-engineer or reproduce the Service or use it to develop a competing product; or load the Service in a way that hinders its operation for other clients. TJDA may suspend access without prior warning in the event of a breach.

5. Obligations of the Client

5.1 As controller, the Client is itself responsible for the lawfulness of the data it submits to the Service. This includes in particular:

• having a valid legal basis, and where required valid consent of the data subject, for collecting and forwarding the data;
• correctly implementing and maintaining a consent mechanism (cookie banner) and transmitting the correct consent status with each event;
• submitting contact details exclusively in hashed form, as prescribed in the documentation of the Service;
• informing data subjects about the processing through an up-to-date privacy policy;
• accepting and complying with the terms of each Connected Platform.

5.2 The Client warrants that it is entitled to submit the data and that the submission does not infringe the rights of third parties.

5.3 The Client is responsible for the accuracy and completeness of the settings in its Account, including the linked accounts and identifiers. TJDA does not verify those settings substantively.

5.4 The Client is itself responsible for managing its Connected Platforms and for the decisions it takes on the basis of the reports in the Service, including decisions on advertising budgets.

6. Data from and to third parties

6.1 The Service forwards data to Connected Platforms and reads data from them. TJDA is not responsible for the operation, availability, changes or policies of a Connected Platform, nor for what a Connected Platform does with the data it receives.

6.2 If a Connected Platform changes, restricts or terminates its interface, part of the Service may cease to function. This does not entitle the Client to compensation, but does entitle it to terminate under Article 8.

6.3 The Service may include a function allowing the Client to query its data through an AI assistant. Its outputs are aids, not advice; the Client remains responsible for the decisions it bases on them.

7. Prices and payment

7.1 Prices are stated in the agreement, the order confirmation or on TJDA’s website. Prices are exclusive of VAT.

7.2 The fee is invoiced monthly in advance and is payable in advance for the full month. Payment is made through the payment platform offered by TJDA or within fourteen days of the invoice date, without set-off or suspension.

7.3 In the event of late payment, the Client is in default without notice. TJDA may suspend access to the Service while payment is outstanding, and terminate the agreement if payment remains outstanding more than thirty days after the due date. Extrajudicial collection costs and statutory commercial interest are for the Client’s account.

7.4 TJDA may change its prices and will announce a price change at least thirty days in advance. The Client may terminate the agreement as of the effective date of the change. TJDA may additionally adjust prices annually in line with the Dutch consumer price index (CBS) without this giving rise to a right of termination.

8. Term and termination

8.1 The agreement is entered into for an indefinite period, unless agreed otherwise.

8.2 The Client may terminate the agreement at any time. Termination takes effect at the end of the current month already invoiced. No refund is made of fees already paid.

8.3 TJDA may terminate the agreement with thirty days’ notice, and with immediate effect in the event of a breach of Article 4.3 or 5, payment default under Article 7.3, or the Client’s bankruptcy, suspension of payments or cessation of business.

8.4 Upon termination, access to the Service ends. The Data Processing Agreement governs the stored data: at the Client’s request, TJDA deletes the personal data within thirty days. Provisions that by their nature survive termination, including Articles 9, 10, 13 and 14, remain in force.

9. Intellectual property

9.1 All intellectual property rights in the Service, the software, the documentation and the knowledge embodied therein belong to TJDA. For the duration of the agreement the Client receives a non-exclusive, non-transferable right to use the Service for its own business purposes.

9.2 Client Data remains the property of the Client. TJDA uses Client Data solely to provide the Service and, in aggregated and anonymised form — without personal data and without the Client being identifiable — for statistics, benchmarks and improvement of the Service, unless the Client objects in writing.

10. Confidentiality

10.1 Each party treats the other party’s confidential information — including business data, rates, technical information and account configurations — as confidential and uses it solely for the performance of the agreement. This does not apply to information that was already public, was lawfully obtained from a third party, or was developed independently.

11. Personal data

11.1 Insofar as TJDA processes personal data on behalf of the Client in providing the Service, TJDA is processor and the Client is controller. The Data Processing Agreement governs that processing and forms an integral part of these Terms.

11.2 TJDA processes the Client’s own data (contact details, account data, payment data) as controller, for the performance of the agreement and the management of the relationship. TJDA’s privacy policy describes that processing.

12. Liability

12.1 TJDA is liable only for direct damage resulting from an attributable failure in the performance of the agreement, and only if the Client has given TJDA written notice of default with a reasonable period to remedy, and TJDA remains in attributable default after that period.

12.2 Direct damage means exclusively: the reasonable costs of making TJDA’s performance conform to the agreement, the reasonable costs of establishing the cause and extent of the damage, and the reasonable costs of preventing or limiting direct damage.

12.4 TJDA is not liable for indirect or consequential damage, including in any event: lost profit or revenue, missed savings, loss of or damage to data, reputational damage, business interruption, and advertising budget or other expenditure the Client has made on the basis of measurement data, reports or recommendations from the Service.

12.5 TJDA is likewise not liable for damage resulting from: unavailability or malfunction of the Service; malfunction, change, restriction or termination of a Connected Platform, hosting service, internet connection or other third-party service; incorrect, incomplete or unlawful Client Data or settings; the absence of a valid legal basis or consent for the submitted data; or the Client acting contrary to these Terms or the documentation of the Service.

12.6 A claim for damages lapses if the Client has not notified TJDA in writing and with substantiation within thirty days of discovering the damage, and in any event twelve months after the event that caused the damage.

12.7 The limitations in this Article do not apply to damage resulting from intent or deliberate recklessness on the part of TJDA itself.

13. Indemnification

13.1 The Client indemnifies TJDA against all claims of third parties, including data subjects, supervisory authorities and Connected Platforms, arising from the data the Client submits, from the absence of a valid legal basis or consent, from the settings of its Account, or from any other use of the Service contrary to these Terms or the law. The indemnification includes the reasonable costs of defence.

14. Force majeure

14.1 TJDA is not obliged to perform insofar as performance is prevented by force majeure, including in any event: malfunction or outage at hosting, network or energy providers; malfunctions, changes or policy decisions of Connected Platforms; cyber attacks; government measures; and illness or incapacity of the person providing the Service. If force majeure lasts longer than thirty days, either party may terminate the agreement without being liable for damages.

15. References

15.1 TJDA uses the Client’s name or logo as a reference only with the Client’s prior written consent. The Client may withdraw that consent at any time for future use.

16. Changes to these Terms

16.1 TJDA may amend these Terms and will announce a change at least thirty days in advance via the Service or by e-mail. Continued use of the Service after the effective date constitutes acceptance. A Client who does not accept the change may terminate the agreement as of the effective date.

17. Governing law and disputes

17.1 These Terms and every agreement between TJDA and the Client are governed by Dutch law.

17.2 Disputes are submitted to the competent court of the District Court of Central Netherlands (Rechtbank Midden-Nederland), location Utrecht, unless mandatory law provides otherwise. The parties shall first attempt to resolve a dispute by mutual consultation.