General terms and conditions.

Parties

These terms govern the relationship between Retail Media Networks ApS (“RMN”, “we”), a company registered at Bryghuspladsen 8, 1473 Copenhagen K, Denmark, and the customer named in the relevant Order (“Customer”, “you”). By signing an Order or written quote that references these terms, you agree to be bound by them.

Services

The services we provide depend on the engagement type set out in your Order:

Advertiser engagements. RMN provides services on a concierge basis: scoping, planning, sourcing inventory from retailers, placing orders on the Customer’s behalf, and providing consolidated reporting.

Retailer engagements. RMN provides access to the Retail Media Manager (RMM) platform, onboarding, configuration, and related technical services as set out in the Order.

Consulting engagements. RMN provides retail media strategy, AdOps, campaign management, audits, training, or other professional services as set out in the Order. Consulting services are professional performance services. We apply relevant expertise and commercially reasonable efforts but do not warrant any specific outcome, campaign performance, or return on investment unless expressly stated as a commitment in the Order.

Specific scope, deliverables, and fees are agreed per engagement in a written statement of work, Order Form, or quote (together, an “Order”). Where an Order conflicts with these terms, the Order prevails.

Fees and payment

• Fees are quoted in EUR or DKK exclusive of VAT.
• For advertiser engagements, media spend committed to retailers is billed at cost plus an agreed management fee.
• For retailer and consulting engagements, fees are as set out in the Order (subscription, retainer, time and material, or fixed price).
• Payment terms are net 30 days from invoice unless otherwise agreed in the Order.
• Late payment accrues interest at the rate set out in the Danish Interest Act (Renteloven).
• Reasonable out-of-pocket expenses (travel, third-party tools or data procured on your behalf) are invoiced in addition to fees unless otherwise agreed. Expenses exceeding EUR 500 per item require your prior written approval.

Customer responsibilities

The Customer is responsible for:

• Providing accurate and complete information about products, brand, campaign goals, and any other inputs we need to perform the services.
• Approving creative assets, media plans, and deliverables within the timeframes agreed in the Order or, where none is agreed, within ten (10) business days of receipt.
• Complying with applicable advertising laws and the policies of the retailers, platforms, and publishers we interact with on your behalf.
• Ensuring that any data, content, or materials you provide to us do not infringe third-party rights and comply with applicable law.

Where your failure to meet these obligations delays or prevents our performance, affected deadlines are extended accordingly and we may invoice for time spent waiting or re-scheduling.

Cancellation and termination

Consulting and advertiser engagements (ongoing). Either party may cancel an ongoing engagement with written notice taking effect at the end of the calendar month following the month in which notice is given.

Fixed-price projects. Fixed-price project engagements may not be cancelled for convenience by either party once commenced.

Retailer engagements (platform subscriptions). Termination is governed by the notice period set out in the Order.

Media commitments. Media commitments already placed with retailers are generally non-refundable. Non-committed work is billed pro-rata for time and services delivered up to the cancellation date.

Termination for cause. Either party may terminate immediately on written notice if the other party commits a material breach and fails to remedy it within thirty (30) calendar days of written notice specifying the breach. Failure to pay an undisputed invoice is a material breach.

Confidentiality

Each party agrees to keep the other’s non-public business information confidential, both during and for five (5) years after the engagement, and to use it only to perform under these terms. Exceptions apply to information that is or becomes publicly known through no fault of the receiving party, was already known to the receiving party, or must be disclosed by law or court order (with prompt notice where permitted).

Intellectual property

The Customer retains ownership of its brand, creative, product information, and Customer data.

RMN retains ownership of its pre-existing tools, templates, methodologies, and the Retail Media Manager platform.

Deliverables created specifically for the Customer under an Order (such as strategy documents, reports, campaign configurations, and analyses) are assigned to the Customer upon payment in full. Until payment is received, all deliverables remain RMN’s property. Reports and deliverables may be used internally without restriction once paid for.

Data protection

Where RMN processes personal data on behalf of the Customer in the course of performing the services (for example, accessing the Customer’s ad platforms or managing campaign contacts), RMN does so as a data processor under the Data Processing Agreement available at retailmedia.net/dpa. The DPA applies automatically to engagements where such processing occurs, and takes precedence over these terms on matters relating to personal data.

RMN’s collection and use of personal data about the Customer’s own representatives is governed by our Privacy Notice at retailmedia.net/privacy.

Liability

To the maximum extent permitted by law, RMN’s total aggregate liability under any engagement is limited to the fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim. For advertiser engagements, “fees” means management fees, not media spend passed through at cost. Neither party is liable for indirect or consequential losses, including lost profit, lost revenue, or loss of goodwill.

These limitations do not apply to: (a) payment obligations; (b) death or personal injury caused by negligence; (c) breach of confidentiality obligations; or (d) gross negligence, wilful misconduct, or fraud.

Governing law

These terms are governed by Danish law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Any dispute that cannot be resolved in good faith is subject to the exclusive jurisdiction of the courts of Copenhagen, Denmark.

Changes

We may update these terms. Material changes affecting an in-flight engagement will not apply retroactively without the Customer’s written agreement. The effective date above reflects the date of the most recent update.