Terms and Conditions
1. Definitions
In addition to the terms defined elsewhere in this Agreement, capitalized terms used in this Agreement have the meanings set out below:
Agreement means these Terms and Conditions governing access to and use of the Marketiki platform.
Business Day means a day on which banks are generally open for business in the Netherlands.
Confidential Information means any non-public, confidential or proprietary information disclosed in connection with the use of the platform, including technical, commercial, or operational information.
Control means the power, directly or indirectly, to exercise decisive influence over the management or policies of an entity.
Intellectual Property Rights means all intellectual property rights, including copyrights, trademarks, trade names, software rights, database rights, and any similar rights worldwide.
Know-How means technical, commercial, or operational knowledge, including methods, processes, designs, and data not publicly available.
Taxes means any applicable VAT, sales tax, or similar governmental charges.
2. Grant of Access
2.1 Platform Access
Subject to payment of applicable fees, Marketiki grants the Client a limited, non-exclusive, non-transferable right to access and use its software platform for the creation, management, and monitoring of structured digital campaigns.
This access is provided on a subscription basis and is valid only for the duration of the active subscription.
For the avoidance of doubt:
Marketiki provides software infrastructure only
Marketiki does not act as an intermediary
Marketiki does not participate in transactions between businesses and end users
Marketiki has no contractual relationship with any end users of the Client and assumes no responsibility or liability toward such end users.
2.2 Restrictions
The Client shall not:
sublicense, resell, or distribute access to the platform without prior written consent
reverse engineer, decompile, disassemble, or otherwise attempt to extract or discover the source code or underlying structure of the platform
modify, adapt, or create derivative works of the platform
attempt to bypass, disable, or interfere with any security features or technical protections of the platform
use the platform in any manner that could damage, disable, overburden, or impair the functionality, performance, or availability of the platform
introduce any viruses, malware, or other harmful code into the platform
attempt to gain unauthorized access to the platform, its systems, or related data
use the platform for any unlawful purpose or in violation of applicable laws and regulations
2.3 Ownership
All Intellectual Property Rights related to the platform remain the exclusive property of Marketiki or its licensors.
Any feedback or suggestions provided by the Client may be used without restriction.
3. Fees and Payment
3.1 Subscription Fees
Access to the platform is subject to recurring subscription fees (monthly or yearly), as agreed at the time of purchase.
Marketiki reserves the right to adjust pricing with prior notice.
3.2 Payment Terms
Fees are charged in EUR or USD
All fees are exclusive of VAT and applicable Taxes
Payments are due according to the selected billing cycle
Payments may be processed automatically via the selected payment method
The Client authorizes Marketiki to charge all applicable fees using the selected payment method on a recurring basis
In case of late or failed payment:
Marketiki may suspend or restrict access to the platform without prior notice
Interest of 1% per month may apply, or the maximum permitted by law
Additional recovery, administrative, and legal costs may be charged
Marketiki reserves the right to use third-party collection services if necessary
4. Duration
This Agreement enters into force upon subscription activation and continues for the selected billing period (monthly or yearly).
The subscription renews automatically unless cancelled prior to the next billing cycle.
5. Termination
5.1 Termination by Client
The Client may cancel the subscription at any time. Termination takes effect at the end of the current billing period.
5.2 Termination by Marketiki
Marketiki may suspend, restrict, or terminate access to the platform immediately and without prior notice if:
the Client fails to pay applicable fees
the platform is used in violation of applicable laws
the Client breaches these Terms, the Acceptable Use Policy, or any applicable regulations
the Client engages in fraudulent, abusive, or harmful behavior, including but not limited to spam, unauthorized communications, or misuse of the platform
the Client’s use of the platform poses a risk to the security, integrity, or availability of the platform or any third party
5.3 Effects of Termination
Upon termination:
-
access to the platform is revoked
-
all rights granted under this Agreement cease
-
outstanding amounts remain payable
6. Support
6.1 Support
Support requests may be submitted via email to sales@marketiki.com.
Marketiki will use reasonable efforts to respond within a reasonable timeframe but does not guarantee response times unless otherwise agreed.
6.2 Documentation
Marketiki may provide documentation, tutorials, or guidance materials regarding the use of the platform through its website or internal resources.
7. Updates and Improvements
Marketiki may, at its discretion, update, modify, or improve the platform at any time.
Clients will have access to updates made generally available as part of their active subscription.
8. Platform Usage and Data
Marketiki may monitor platform usage for security, performance, and service improvement purposes.
The Client shall not interfere with the normal functioning of the platform or attempt to manipulate data, usage metrics, or system behavior.
For the avoidance of doubt:
Marketiki does not access or control client campaign outcomes
Marketiki does not participate in end-user interactions
Marketiki does not guarantee any specific results, performance, or outcomes from the use of the platform, including but not limited to campaign success, customer engagement, or revenue generation.
The Client is solely responsible for the configuration, execution, and performance of its campaigns and activities carried out through the platform.
Marketiki shall not be responsible or liable for any content, campaigns, communications, or materials created, distributed, or managed by the Client through the platform.
9. Use of Name and Branding
The Client may not use Marketiki’s name, trademarks, logos, or branding without prior written consent.
Marketiki may reference the Client’s name and brand for commercial references or case studies unless otherwise agreed in writing.
10. Warranties
10.1 Platform Scope
The platform is provided in accordance with its general documentation and intended use as a software tool for campaign management.
10.2 “As Is” Basis
The platform is provided “as is”, without warranties of any kind, express or implied, including fitness for a particular purpose.
10.3 Third-Party Services
Marketiki is not responsible for any third-party services, integrations, platforms, or external systems used by the Client, including but not limited to payment providers, email service providers, SMS carriers, social media platforms, or advertising networks.
Marketiki does not control and is not liable for the availability, performance, policies, or actions of such third parties.
The Client is solely responsible for complying with all applicable terms, policies, and legal requirements of such third-party services and for any obligations arising from their use.
10.4 Data Responsibility
The Client is solely responsible for collecting, managing, and processing personal data of its customers in compliance with applicable data protection laws, including obtaining all necessary consents and providing required notices.
Marketiki acts solely as a data processor providing software infrastructure and does not determine the purposes or means of processing personal data carried out by the Client.
10.5 Service Availability
Marketiki does not guarantee that the platform will be uninterrupted, error-free, or available at all times.
The platform may be subject to downtime, maintenance, updates, or technical issues. Marketiki shall not be liable for any interruptions, delays, or unavailability of the platform.
11. Limitation of Liability
To the maximum extent permitted by applicable law, Marketiki’s total aggregate liability arising out of or in connection with this Agreement shall be limited to the total amount paid by the Client during the twelve (12) months preceding the event giving rise to the claim.
Marketiki shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of revenue, profit, data, goodwill, or business opportunities, even if advised of the possibility of such damages.
Nothing in this Agreement shall exclude or limit liability where such limitation is not permitted by applicable law.
12. Confidentiality
12.1 Confidential Information
The Client agrees to keep confidential any Confidential Information obtained in connection with the platform and not to disclose it without prior written consent.
12.2 Exceptions
Confidential Information does not include information that:
-
is publicly available without breach
-
is lawfully received from a third party
-
is independently developed
-
is required to be disclosed by law
12.3 Survival
Confidentiality obligations shall survive termination of this Agreement.
13. General Provisions
-
The Parties are independent contractors
-
Nothing creates a partnership, joint venture, or agency relationship
-
No rights are granted except as expressly stated
Force Majeure
Neither Party shall be liable for failure or delay due to events beyond reasonable control, including natural disasters, government actions, or technical failures.
Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior agreements.
Assignment
The Client may not assign this Agreement without consent. Marketiki may assign it to affiliated entities.
Severability
If any provision is invalid, the remaining provisions remain enforceable.
14. Governing Law
This Agreement is governed by the laws of the Netherlands.
Any disputes shall be subject to the exclusive jurisdiction of the courts of the Netherlands.
15. Fair Use Policy
Marketiki applies a fair use policy to ensure optimal platform performance and system stability.
If usage exceeds reasonable limits associated with a subscription plan, or is deemed excessive, abusive, or disruptive to the platform or other users, Marketiki reserves the right to:
-
require the Client to upgrade to a higher plan
-
limit or restrict certain functionalities
-
suspend access to the platform where necessary
Marketiki will use reasonable discretion in determining what constitutes fair use.
16. Cancellation Policy
16.1 No Refunds
All payments are final and non-refundable once processed, except where required by applicable law.
The Client is responsible for cancelling the subscription prior to the next billing cycle. Failure to do so will result in automatic renewal and no refund obligation.
16.2 Subscription Start
The subscription begins upon successful payment and activation.
16.3 Cancellation
The Client may cancel at any time. Cancellation takes effect at the end of the billing cycle. No refunds are issued for unused time.
17. Data Processing
Marketiki processes data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR).
The Client remains the data controller for all personal data processed through the platform.
17. Definitions and Interpretation (Data Protection)
Data Protection Laws means all applicable laws relating to the processing of Personal Data, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”).
Personal Data means any information relating to an identified or identifiable natural person processed through the platform.
Processing means any operation performed on Personal Data, including collection, storage, use, disclosure, or deletion.
Technical and Organizational Measures means appropriate security measures implemented to protect Personal Data.
Personal Data Breach means any breach leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.
References to Data Protection Laws include any amendments or replacements.
Marketiki may collect and use aggregated, non-identifiable data derived from platform usage for analytical and service improvement purposes.
In case of conflict, this Data Processing section shall prevail with respect to data-related matters.
For the avoidance of doubt:
Marketiki acts solely as a data processor providing software infrastructure
Marketiki does not control or determine the purposes of Client data processing
Marketiki does not interact directly with end users on behalf of the Client
18. Obligations of the Client
18.1 Compliance
The Client shall process Personal Data in accordance with applicable Data Protection Laws.
The Client is solely responsible for:
-
the legality of data collection
-
obtaining valid consent or lawful basis
-
the accuracy and quality of the data
-
the purposes and means of processing
The Client shall maintain appropriate records of its processing activities where required by law.
Before using the platform, the Client must ensure that all required legal bases (including consent where applicable) are properly obtained and documented.
19. Obligations of Marketiki
19.1 Processing Instructions
Marketiki shall process Personal Data only as necessary to provide the platform and in accordance with this Agreement.
If Marketiki is required by law to process Personal Data outside the Client’s instructions, it will inform the Client unless legally prohibited.
19.2 Security Measures
Marketiki implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
These measures are reviewed and updated periodically.
19.3 Confidentiality
All personnel authorized to process Personal Data are subject to confidentiality obligations.
Marketiki shall not disclose Personal Data except:
-
as necessary to provide the platform
-
as required by law
19.4 Data Subject Rights
Marketiki will assist, where reasonably possible, in responding to data subject requests (access, rectification, deletion, etc.).
If Marketiki receives a request directly, it will notify the Client.
The Client remains responsible for responding to such requests.
19.5 Assistance with Compliance
Marketiki will provide reasonable assistance to the Client in fulfilling its data protection obligations, including:
-
data protection impact assessments
-
regulatory consultations (where applicable)
19.6 Audits
The Client may request information to verify compliance no more than once per year, with reasonable notice.
Any audit must:
-
be limited in scope
-
occur during business hours
-
not disrupt operations
The Client bears the costs of such audits.
19.7 Sub-processors
Marketiki may use third-party service providers to support the platform.
Marketiki ensures that all sub-processors are bound by appropriate data protection obligations.
Marketiki remains responsible for their performance.
19.8 International Transfers
Where Personal Data is transferred outside the European Economic Area, Marketiki ensures appropriate safeguards are in place in accordance with applicable laws.
19.9 Breach Notification
In the event of a Personal Data Breach, Marketiki will notify the Client without undue delay.
Marketiki will:
-
investigate the breach
-
take reasonable mitigation measures
-
provide relevant information without undue delay
IMPORTANT CLARIFICATION
Marketiki acts solely as a data processor providing software infrastructure
Marketiki does not control or determine the purposes of client data processing
Marketiki does not interact directly with end users on behalf of clients
20. Indemnification
Marketiki shall indemnify the Client against direct damages resulting from proven breaches of its data processing obligations, as determined by a competent court or agreed settlement.
This indemnification does not apply where claims arise from:
-
Client instructions
-
Client non-compliance with Data Protection Laws
-
misuse of the platform
Marketiki shall not be liable for administrative fines or regulatory penalties unless required by law.
All liability remains subject to the limitations set out in Section 11.
The Client agrees to indemnify, defend, and hold harmless Marketiki from and against any third-party claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from:
-
the Client’s use of the platform
-
violation of applicable laws or regulations
-
breach of this Agreement or the Acceptable Use Policy
-
content or communications sent through the platform
21. Storage, Retention and Deletion of Personal Data
Marketiki processes and retains Personal Data in accordance with applicable Data Protection Laws and its internal data retention policies.
Personal Data is retained only for as long as necessary to:
-
provide the platform services
-
fulfill the purposes described in this Agreement
-
comply with applicable legal obligations
Marketiki may anonymize or de-identify data after the applicable retention period, provided that such data can no longer be linked to an identifiable individual.
21.1 Return and Deletion of Data
Upon termination or expiration of the Agreement, the Client may request the deletion or return of Personal Data, unless retention is required by law.
Where deletion is requested, Marketiki shall ensure that such data is securely deleted or anonymized in accordance with applicable Data Protection Laws.
22. Description of Processing
22.1 Nature and Purpose
Marketiki processes Personal Data solely as necessary to provide access to and operate the platform in accordance with this Agreement.
22.2 Categories of Data Subjects
The Client may submit Personal Data relating to:
-
customers or potential customers
-
employees, contractors, or representatives
-
business contacts and partners
-
authorized users of the platform
22.3 Types of Personal Data
Personal Data may include:
-
names
-
contact details (email, phone, company, address)
-
technical data such as IP address
22.4 Purpose of Processing
Personal Data is processed for:
-
provision of the platform
-
platform functionality and support
-
security and fraud prevention
-
compliance with legal obligations
IMPORTANT CLARIFICATION
Marketiki processes Personal Data only as part of providing software infrastructure
Marketiki does not determine the purpose of client campaigns or communications
Marketiki does not interact directly with end users on behalf of the Client
23. Messaging Functionality
If messaging or communication features are used within the platform:
The Client is solely responsible for all content sent through the platform.
The Client must ensure full compliance with all applicable laws and regulations, including but not limited to those relating to data protection, electronic communications, marketing, and consumer protection.
The Client shall obtain all necessary prior consents (opt-in) before sending any communications, where required by applicable law, and must maintain verifiable records of such consent.
The Client shall not send unsolicited, misleading, fraudulent, or abusive communications, including spam.
Marketiki does not review, monitor, or control the content of communications and assumes no responsibility for any messages sent by the Client.
Any misuse of messaging functionality may result in immediate suspension or termination of access to the platform.
24. Third-Party Communication Services
Where the platform integrates with third-party services (such as social media or push notification providers):
-
The Client is responsible for compliance with the terms and policies of those third parties
-
Marketiki does not control or assume responsibility for such communications
All such features are provided on an “as is” and “as available” basis.
Marketiki shall not be liable for the availability, delivery, filtering, blocking, or performance of any third-party communication service.