1. Contracting party
The Campaign Builder and the related advertising services are provided by:
AlphaAgency OÜ Registry code: 16183698 VAT number: EE102418231 Registered address: Punane tn 18, Lasnamäe linnaosa, Tallinn, Harju maakond, 13619, Estonia Email: business@alphagency.com
In these Terms, AlphaAgency OÜ is referred to as "Alpha Agency", "Alpha", "we", "us" or "our".
2. Business customers only
The Campaign Builder is intended exclusively for companies, organisations, public authorities, self-employed persons and other customers acting for purposes connected with their professional or commercial activities.
By submitting a campaign request, the person submitting it confirms that:
- the Customer is acting in the course of business and not as a consumer;
- the information provided about the Customer is accurate;
- the person submitting the request has authority to represent and bind the Customer; and
- the Customer has reviewed and accepted these Terms.
Consumers must not place orders through the Campaign Builder. Where mandatory consumer-protection law nevertheless applies, such mandatory rights are not excluded by these Terms.
3. Definitions
For the purposes of these Terms:
Campaign Builder means the online tool through which the Customer selects campaign objectives, media channels, markets, duration, production services and campaign intensity.
Campaign Request means the configuration and information submitted by the Customer through the Campaign Builder.
Builder Estimate means the provisional price, budget allocation, timing and performance information displayed by the Campaign Builder.
Campaign Plan means the final campaign proposal prepared by Alpha after reviewing the Campaign Request, including the confirmed services, media channels, markets, campaign period, budget, agency fees, production costs, taxes, estimated results and any special conditions.
Approval means the Customer's written approval of the Campaign Plan by email, electronic approval function or another written method accepted by Alpha.
Media Booking means Alpha's placement of binding orders or reservations with media owners, advertising platforms, influencers, production partners or other suppliers.
Third-Party Costs means media budgets, platform costs, production expenses, influencer fees, licences and other amounts payable to external suppliers.
4. Nature of the Builder Estimate
The Builder Estimate is generated from standard assumptions, indicative media rates and the selections made by the Customer.
Unless explicitly confirmed in a Campaign Plan, the Builder Estimate:
- is not a guaranteed quotation;
- does not confirm media availability;
- does not guarantee a particular launch date;
- does not guarantee impressions, reach, clicks, views, leads, sales or any other result; and
- does not itself constitute a Media Booking.
Prices, discounts, market multipliers, estimated results and availability may change before the Campaign Plan is approved due to supplier pricing, inventory availability, currency movements, tax treatment, platform requirements or changes requested by the Customer.
Alpha will not increase the Customer's total approved budget without the Customer's written approval.
5. Campaign ordering process
The campaign ordering process consists of the following stages.
5.1 Campaign configuration
The Customer selects the intended campaign objective, channels, markets, duration, production services and campaign intensity and provides the requested business, billing and contact information.
5.2 Submission and payment
The Customer submits the Campaign Request, accepts these Terms and completes the payment or other payment arrangement presented at checkout.
Receipt of the Campaign Request or payment does not mean that media has been booked or that the campaign has started.
Alpha may reject a Campaign Request where the requested services are unavailable, unlawful, technically impractical, inconsistent with Alpha's professional standards or based on materially incorrect information. Where a request is rejected before work or Third-Party Costs have been authorised, Alpha will refund the payment received.
5.3 Review and Campaign Plan
Alpha will review the Campaign Request, confirm availability and prepare a Campaign Plan.
Alpha may contact the Customer to obtain information, advertising materials, campaign dates, technical specifications, billing details or clarification of the Customer's objectives.
The Campaign Plan may adjust the Builder Estimate where necessary to reflect actual media availability, confirmed supplier pricing, legal requirements, technical limitations or the Customer's instructions.
5.4 Customer Approval
Alpha will send the Campaign Plan to the Customer for Approval.
No media will be booked and no campaign will be launched before the Customer approves the Campaign Plan in writing.
The Customer must review the Campaign Plan carefully, including the campaign period, markets, channels, budget, deliverables, fees, taxes, estimated performance and any cancellation conditions.
The Campaign Plan remains valid for the period stated in it. Where no validity period is stated, it remains valid for ten calendar days. After that period, Alpha may update the pricing and availability.
5.5 Media Booking
Once the Customer provides Approval, Alpha is authorised to:
- make binding Media Bookings;
- engage the suppliers identified in the Campaign Plan;
- commit the approved campaign budget;
- begin production and adaptation work; and
- schedule the campaign for the agreed launch date.
Approval of the Campaign Plan is binding. After Approval, cancellation, postponement or modification may result in non-refundable Third-Party Costs and additional agency fees.
5.6 Campaign launch
The campaign will be launched on the date or within the period confirmed in the Campaign Plan, provided that:
- payment has been received;
- the Customer has supplied all required materials and information;
- the Customer has provided all required approvals;
- the advertising materials have been accepted by the relevant platforms and media owners; and
- the required inventory remains available.
Any launch timing displayed on the website is an estimate and not a guaranteed deadline.
A campaign may be booked in advance for a later launch date. Payment or Campaign Plan Approval does not require the campaign to launch immediately.
6. Payment
Unless the Campaign Plan states otherwise, campaigns ordered through the Campaign Builder must be paid in advance.
Payments may be processed by an external payment service provider. Alpha does not store the Customer's complete payment-card information.
A payment made before Approval of the Campaign Plan is treated as an advance payment toward the campaign.
Where the final Campaign Plan is lower than the amount paid, Alpha will refund or credit the difference. Where it is higher, the additional amount will be charged only after the Customer approves the revised amount.
Alpha is not required to make Media Bookings, start production or launch a campaign until all amounts due have been received.
Additional invoices are payable by the due date stated on the invoice. Alpha may charge statutory late-payment interest and reasonable recovery costs in accordance with Estonian law.
7. Taxes
Unless expressly stated otherwise, all prices, fees, media budgets and other amounts specified in the Campaign Request, Builder Estimate or Campaign Plan are exclusive of value-added tax (VAT). VAT is added at the rate and in accordance with the rules applicable at the time of invoicing. Where the reverse-charge mechanism or another VAT treatment applies, the invoice will be issued accordingly.
Because the rate applicable to an order depends on the Customer, no VAT rate is guaranteed by the Campaign Builder. In outline: an Estonian Customer is normally charged Estonian VAT at the prevailing standard rate; a VAT-registered business established in another EU member state is normally invoiced without Estonian VAT under the reverse charge, subject to verification of a valid VAT number; and for a Customer established outside the EU the treatment depends on the service and the Customer's status.
VAT and other applicable taxes will be determined according to the Customer's location, legal status, VAT registration status and applicable tax law.
The Customer must provide a correct company name, billing address, registry code and VAT number. Where the Customer has no VAT number, this must be stated explicitly. Where the Customer provides an invalid VAT number or incorrect tax information, Alpha may add the applicable VAT or other taxes to the price, and the Customer remains liable for any tax, interest or penalty arising from that information.
Where an advance or deposit payment is made, VAT on that payment is handled on the advance-payment invoice in accordance with the applicable VAT rules.
The Customer remains responsible for any taxes, withholding obligations, bank charges or similar costs imposed in the Customer's jurisdiction, except for taxes imposed on Alpha's own income.
8. Customer information and cooperation
The Customer must provide accurate, complete and timely information necessary for the campaign.
The Customer is responsible for:
- defining the campaign objective and intended audience;
- providing correct brand, product, pricing and offer information;
- supplying the required creative materials and technical assets;
- reviewing plans and materials within the requested deadlines;
- obtaining internal, regulatory and legal approvals;
- identifying any sector-specific advertising restrictions; and
- promptly informing Alpha about material changes.
Alpha may rely on information and approvals provided by the Customer and is not required to independently verify every factual, technical or legal claim made by the Customer.
Delays by the Customer may cause the campaign to be postponed, shorten the active campaign period, reduce available inventory or increase costs. Alpha is not liable for consequences caused by such delays.
9. Advertising materials and legal compliance
The Customer warrants that all materials, trademarks, claims, data, instructions and other content supplied to Alpha:
- are accurate and not misleading;
- may lawfully be used for the campaign;
- do not infringe intellectual-property, privacy, personality or other third-party rights;
- comply with the laws and advertising rules applicable in each selected market; and
- include any legally required disclosures, warnings, licences or approvals.
Alpha may refuse, suspend or remove advertising that it reasonably considers unlawful, misleading, discriminatory, defamatory, technically unsafe, reputationally harmful or contrary to a supplier's advertising policies.
Platform or media-owner approval is outside Alpha's direct control. Rejection by a platform or media owner does not constitute a breach by Alpha. Alpha will, where commercially reasonable, propose corrections or alternative placements.
10. Creative and production services
Creative, strategy, translation, localisation, photography, video production, landing pages and other production services are included only where expressly selected and confirmed in the Campaign Plan.
The Campaign Plan will specify the relevant deliverables and, where applicable, the number of concepts, revisions, formats, languages and markets included.
Unless otherwise stated, the price includes two reasonable rounds of revisions. Further revisions, changes to an approved concept, scope changes or work resulting from incorrect Customer instructions may be charged separately.
Alpha will not begin separately priced production work before receiving the required Approval or another written instruction from the Customer.
11. Media management and optimisation
Alpha will manage the campaign in accordance with the approved Campaign Plan and generally accepted professional advertising practices.
Alpha may make non-material optimisations within the approved strategy and total budget, including changes to bids, audiences, formats, placements, timing or allocation between approved placements, where Alpha reasonably considers the change beneficial to campaign performance.
Alpha will obtain the Customer's approval before making a material change to the total budget, campaign objective, selected markets or overall channel strategy.
12. Performance estimates
All forecasts, media metrics, audience figures, cost estimates and key performance indicators are estimates based on available data, historical results, supplier information and assumptions at the time the Campaign Plan is prepared.
Alpha does not guarantee:
- a particular number of impressions, views, clicks, leads or sales;
- a particular cost per result;
- uninterrupted delivery by advertising platforms;
- audience behaviour or market response;
- organic reach or virality; or
- the commercial success of the campaign.
Actual results may be affected by competition, seasonality, platform algorithms, auction prices, creative quality, website performance, tracking limitations, market conditions and factors outside Alpha's control.
13. Cancellation before Campaign Plan Approval
Before Approval, the Customer may cancel the Campaign Request by notifying Alpha in writing.
Unless a non-refundable planning fee was clearly disclosed at checkout, Alpha will refund the amount paid, less:
- strategy, creative or production work separately authorised by the Customer and already completed;
- licences or Third-Party Costs expressly authorised by the Customer; and
- other amounts that the Customer expressly agreed would be non-refundable.
No media costs may be retained if no Media Booking was made.
14. Cancellation after Campaign Plan Approval
After Approval, Alpha may immediately make binding commitments to suppliers.
If the Customer subsequently cancels, postpones or reduces the campaign, the Customer must pay:
- all non-refundable or committed Third-Party Costs;
- cancellation or amendment charges imposed by suppliers;
- the value of work already performed by Alpha;
- the agency fees attributable to booked or completed services; and
- reasonable costs of cancelling, modifying or winding down the campaign.
Alpha will use commercially reasonable efforts to reduce avoidable cancellation costs but cannot guarantee that media, production or influencer bookings can be cancelled or refunded.
Any refundable balance will be returned after the relevant suppliers have confirmed and paid the refund to Alpha.
15. Postponement and rescheduling
A request to postpone or reschedule a campaign is subject to availability and supplier conditions.
Alpha may revise the budget, timing, inventory, discount or performance estimates where the campaign period changes.
If the requested new period is unavailable, the parties will attempt to agree on an alternative. If no alternative is agreed, the cancellation provisions above will apply.
16. Intellectual property
The Campaign Builder, Alpha's planning methods, pricing structures, templates, research, strategic frameworks, tools and know-how remain the property of Alpha or its licensors.
Campaign Plans and proposals are confidential and may be used only for evaluating and purchasing Alpha's services. The Customer may not provide them to another agency, independently implement them or use them to obtain competing quotations without Alpha's written permission.
Unless the Campaign Plan states otherwise, after full payment the Customer receives a non-exclusive, worldwide and perpetual right to use the final approved custom creative deliverables for the Customer's own marketing activities.
This licence does not include:
- rejected concepts or drafts;
- editable or source files;
- Alpha's internal templates, methods or tools;
- software or fonts;
- stock materials outside their applicable licence; or
- third-party materials subject to separate usage restrictions.
Any broader transfer of rights or delivery of source files must be expressly agreed in the Campaign Plan.
Alpha may identify the Customer as a client and display publicly released campaign materials in its credentials and portfolio unless the Customer objects in writing before campaign launch or the parties have agreed confidentiality.
17. Personal data
Personal data collected through the Campaign Builder will be processed in accordance with Alpha's Privacy Policy.
The Customer confirms that it is authorised to provide the personal data submitted through the Campaign Builder.
Where Alpha processes personal data on behalf of the Customer as part of campaign targeting, lead generation, analytics or other services, the parties will enter into a separate data-processing agreement where required by applicable data-protection law.
The Customer is responsible for ensuring that its websites, landing pages, tracking tools, customer databases and advertising audiences comply with applicable privacy, electronic-communications and cookie laws.
18. Confidentiality
Each party must keep confidential any non-public commercial, strategic, technical, financial or customer information received from the other party.
Confidential information may be used only for performing or evaluating the campaign and may be disclosed only to employees, professional advisers and subcontractors who need it and are subject to confidentiality obligations.
This obligation does not apply to information that is publicly available without breach, was lawfully known before disclosure or must be disclosed by law.
19. Third-party suppliers
Alpha may use media owners, advertising platforms, influencers, production companies, translators, technology providers, freelancers and other subcontractors to perform the services.
Relevant supplier rules, technical requirements and cancellation conditions may apply to the campaign.
Alpha remains responsible for selecting and coordinating its subcontractors but is not responsible for interruptions, policy changes, account restrictions, inventory withdrawal or technical failures caused by independent third-party platforms, except to the extent caused by Alpha's own failure to exercise reasonable professional care.
20. Suspension and termination
Alpha may suspend work or campaign delivery where:
- an amount is overdue;
- the Customer fails to provide required information or approvals;
- the campaign may violate law or supplier policies;
- the Customer materially breaches these Terms;
- continued performance could expose Alpha or a supplier to legal, technical or reputational risk; or
- a supplier suspends or rejects the campaign.
Where reasonably possible, Alpha will notify the Customer and allow it an opportunity to correct the issue.
Suspension does not release the Customer from liability for work already performed or binding commitments already made.
21. Liability
Alpha will perform its services with reasonable professional care.
To the fullest extent permitted by law, Alpha is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, reputational damage or loss arising from decisions made on the basis of estimated campaign results.
Alpha's aggregate liability arising from a Campaign Plan is limited to the agency management and production fees paid to Alpha under the affected Campaign Plan, excluding VAT, media spend and other Third-Party Costs.
These limitations do not apply to fraud, wilful misconduct, gross negligence or liability that cannot lawfully be limited.
Nothing in these Terms requires the Customer to pay for media that Alpha did not book or services that Alpha did not provide.
22. Customer indemnity
The Customer will compensate Alpha for reasonable losses, claims, penalties and third-party costs resulting from:
- unlawful or infringing materials supplied by the Customer;
- false or misleading claims approved or instructed by the Customer;
- the Customer's breach of these Terms;
- failure to obtain necessary licences, permissions or regulatory approvals; or
- unlawful use of personal data, customer lists or advertising audiences supplied by the Customer.
This obligation does not apply to the extent that the loss was caused by Alpha's own breach, negligence or unauthorised modification of the Customer's materials.
23. Force majeure
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government restrictions, major infrastructure failures, widespread internet or platform outages, strikes, epidemics or supplier failures that could not reasonably have been prevented.
The affected party must notify the other party and take reasonable steps to reduce the impact.
Payment obligations relating to services already performed and non-refundable commitments already made are not excused by force majeure.
24. Electronic communications and acceptance
The Customer agrees that Campaign Requests, Campaign Plans, approvals, invoices and contractual notices may be exchanged electronically.
Approval sent from the Customer's registered email address or through an approval function provided by Alpha is treated as valid Approval by the Customer.
The Customer is responsible for maintaining current contact information and protecting access to its email and payment accounts.
25. Order of precedence
Where documents conflict, the following order applies:
- a separately signed agreement or expressly agreed special conditions;
- the approved Campaign Plan;
- these Campaign Builder Terms and Conditions;
- the general Website Terms of Use; and
- the Builder Estimate or other website content.
26. Amendments to these Terms
Alpha may update these Terms from time to time.
The version accepted when the Customer submits the Campaign Request will apply to that Campaign Request. Later changes will not materially alter an already approved Campaign Plan unless required by law or agreed with the Customer.
27. Governing law and disputes
These Terms and all Campaign Plans are governed by the laws of the Republic of Estonia.
The parties will first attempt to resolve any dispute through good-faith negotiations.
If the dispute is not resolved, it will be submitted to the competent court in Estonia. Where legally permitted, Harju County Court will have exclusive jurisdiction.
28. Severability
If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in effect. The invalid provision will be replaced by a valid provision that most closely reflects its commercial purpose.
29. Contact
Questions concerning the Campaign Builder, a Campaign Request or these Terms may be sent to:
AlphaAgency OÜ Punane tn 18, Tallinn, Harju maakond, 13619, Estonia Email: business@alphagency.com