Terms of Service

Last Updated: July 2026

1. Introduction

Welcome to AdPeak. These Terms of Service (“Terms”) are a legally binding agreement between AdPeak Ltd, a company registered at Companies House under company number 17261264, with its registered office at M-SPARC, Menai Science Park, Gaerwen, Gwynedd, LL60 6AG, United Kingdom (“AdPeak,” “we,” “our,” or “us”), and the customer (“you” or the “Customer”).

By accessing or using our website, products, services, or applications (collectively, the “Services”), you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” refers to that organisation. If you do not agree with these Terms, please do not access or use our Services.

The Services are supplied to business customers only. By purchasing or using the Services, you represent and warrant that you are acting for purposes relating to your trade, business, craft, or profession, and not as a consumer.

These Terms incorporate by reference our Privacy Policy and our Data Processing Addendum.

2. Service Description

AdPeak provides an AI-powered platform designed to support the optimisation of Google Shopping campaigns. Our Services include:

Automated Product Labelling. Algorithms analyse product-performance data from your connected accounts and generate a labelling output feed that assigns custom labels to products. You choose whether to connect that feed to your Google Merchant Center account as a supplemental feed; when you do, Merchant Center fetches the labels, which you may then use to apply bid adjustments within your Google Shopping or Performance Max campaigns.
AI Assistant and Agent Tools. Conversational and agentic interfaces powered by third-party AI model providers that help you query performance data, generate reports, and prepare proposed actions. See Section 6.
MCP Tool Registry. A set of machine-callable tools exposed via the Model Context Protocol (MCP) that allow authorised AI agents to interact with AdPeak functionality on your behalf.
Performance Reporting. Aggregated analytics and reports derived from your Google Ads and Merchant Center data, including product-level metrics, strategy performance, and historical trends.
Plan-and-Apply (where enabled). Where and to the extent this feature is made available to you, proposed changes to your connected accounts are presented as a reviewable plan that you must explicitly approve before any change is applied. See Section 5.
Free Reports and Promotional Tools. From time to time we offer free or trial diagnostic reports (for example, a complimentary Google Ads performance report) that you can request by signing in with your Google account. These tools let you evaluate the Services before subscribing. Requesting a free report does not create a paid subscription. See Section 3.1.

AdPeak is a decision-support tool, not an autopilot. Except where you have expressly enabled and approved a plan under the plan-and-apply model (Section 5), AdPeak does not make changes to your Google Ads or Merchant Center accounts on your behalf; you decide whether and how to act on our outputs. Our Services do not guarantee any particular advertising outcome. See Sections 8, 13, and 14 for important disclaimers and limitations.

3. Beta Status and Evolving Service

Parts of the Services are provided during a beta or early-access period and remain in active development. By using the Services, you acknowledge and accept that:

Features may be added, changed, or removed at short notice, and the interface and workflows will continue to evolve.
You may encounter bugs, incomplete features, downtime, or unexpected behaviour.
Unless we expressly agree otherwise in a separate written agreement, no formal service-level agreement (SLA), uptime guarantee, or data-retention guarantee applies during a beta or early-access period.
Beta or early-access features are provided on an “as is” and “as available” basis, and the disclaimers and limitations in Sections 8, 13, and 14 apply with full force.

Where you have signed a separate beta enrollment or order agreement with AdPeak, that agreement applies in addition to these Terms, and prevails over these Terms to the extent of any conflict regarding the matters it expressly addresses (such as pricing and beta-specific commitments).

You may request a free report or use other promotional diagnostic tools by authenticating with your Google account through Google Sign-In (SSO). When you do so, you authorise AdPeak to access, on a read-only basis, the Google account information you approve at the Google consent screen (such as your name and email address) and the Google Ads and Merchant Center performance data required to generate the report (for example, account identifiers and spend, click, impression, conversion, and related performance metrics).

By requesting a free report you acknowledge and agree that:

the report is provided free of charge, on an “as is” and “as available” basis, and is subject to the disclaimers and limitations of liability in these Terms (including Sections 8, 13, and 14);
the contact and account information you provide may be stored in our customer relationship management (CRM) and sales systems and used to deliver the report, to respond to your enquiry, and — where permitted by applicable law — to send you related and marketing communications about AdPeak, from which you may opt out at any time; and
our collection and use of this information is governed by our Privacy Policy, which explains the legal bases on which we rely and how to exercise your rights, including your right to object to direct marketing.

You may withdraw your authorisation and request deletion of the data collected through this process at any time as described in our Privacy Policy. Requesting a free report places you under no obligation to purchase a subscription.

4. Google Platform Access

4.1 Google Ads API Access

Our Services integrate with your Google Ads account through Google’s API in order to read and report on your account data. By using our Services, you authorise AdPeak to access and process your Google Ads account data for the purpose of providing analysis, reporting, and optimisation recommendations. AdPeak does not create, edit, enable, pause, remove, or otherwise mutate your Google Ads entities, except where you have expressly enabled the plan-and-apply feature (Section 5) and explicitly approved a specific plan. You acknowledge that you have the authority to grant such access and that you are responsible for ensuring your use of our Services complies with Google’s terms and policies.

4.2 Google Merchant Center API Access

Our Services integrate with your Google Merchant Center account through Google’s API in order to read data from your account, including product catalogue data (such as product titles, descriptions, prices, images, and other attributes) and information about your data sources (such as feed schedules, statuses, and file information). Based on that data, AdPeak generates a product-labelling output feed and makes it available to you at a stable URL. It is your decision whether to connect that feed to your Merchant Center account; AdPeak does not write to your Merchant Center account through Google’s API on your behalf. You acknowledge that you have the authority to grant such access and that you are responsible for ensuring your use of our Services complies with Google’s terms and policies.

4.3 Third-Party Platform Changes

You understand that Google and other third-party platform providers may change their API terms, availability, auction dynamics, algorithms, policies, or pricing at any time, which may affect our Services. We will make reasonable efforts to adapt to such changes, but we do not accept any liability for disruption, degradation, or loss arising from changes made by third-party platforms. See Section 14.

5. Plan-and-Apply Model

5.1 How It Works

Where the plan-and-apply feature is made available to you and you have enabled it, AdPeak generates a reviewable plan describing proposed modifications to your connected accounts before any change is applied. No change is executed under this feature until you have reviewed and explicitly approved the plan.

5.2 Customer Responsibility for Approval

You are responsible for reviewing and approving all proposed changes before they are applied. By approving a plan, you accept the consequences of its execution, including any effects on campaign performance, product labelling, bid adjustments, or account configuration. AdPeak shall not be liable for the outcomes of changes that you have reviewed and approved, or for changes you make to your own accounts (including applying bid adjustments to labelled products).

5.3 Automated Schedules

Where you configure scheduled or recurring runs, each scheduled execution generates output (and, where plan-and-apply is enabled, a plan applied according to the schedule you configured). By enabling a schedule, you accept responsibility for the outcomes of runs and plans executed under that schedule. You may disable or modify schedules at any time through the Services.

5.4 Use at Your Own Risk; Agentic Operation and Ad Spend

The Services include AI assistant and autonomous agent capabilities that operate on the data in, and (where the relevant capability is enabled) take actions in respect of, your connected advertising accounts. You acknowledge and agree that:

You use the Services entirely at your own risk. This applies to all AI, agent, and MCP features. You remain the advertiser of record and the controller of your Google Ads, Merchant Center, and other connected accounts at all times, and you retain full responsibility for your advertising budgets, bids, spend, and account configuration.
AdPeak provides tools that support your decisions. AdPeak does not act as your agent, media buyer, or financial, legal, or professional adviser, and nothing produced by the Services constitutes professional advice. You are solely responsible for evaluating the suitability of any output for your circumstances.
AI and agent outputs may be wrong. They may be inaccurate, incomplete, outdated, or unsuitable, and may propose or take actions you would not have chosen. You are responsible for reviewing outputs and proposed plans before relying on, approving, or acting on them.
You authorise the actions you enable. Where you instruct an agent to act, or enable a capability that applies changes automatically or on a schedule, you authorise those actions and accept responsibility for their consequences, including any effect on advertising spend, performance, or account standing.
The risk allocation applies to current and future capability. AdPeak’s present Google Ads API access is read-only (see Section 4.1). The allocation of risk and responsibility in this Section applies equally to current read-only functionality and to any future plan-and-apply or automated execution capability, once enabled.

6. AI Model Providers and Sub-Processors

6.1 Third-Party AI Model Providers

AdPeak uses third-party AI model providers to power the AI assistant, agent functionality, and MCP-exposed tools within the Services. AI inference is routed to a primary provider (Google Cloud Vertex AI) and, where necessary for availability or capacity, to a fallback provider (OpenRouter) under controls that restrict routing to zero-data-retention downstream providers located in the United Kingdom, European Union, or United States. When you use these features, certain Customer data — including product catalogue data, performance metrics, conversation content, and queries — may be transmitted to and processed by these providers in accordance with their respective data-processing terms.

6.2 Sub-Processor List

A current list of sub-processors engaged by AdPeak is maintained at adpeak.ai/sub-processors. AdPeak will provide at least thirty (30) days’ prior notice before engaging any new sub-processor that processes Customer personal data. You may object to a new sub-processor on reasonable data-protection grounds by notifying us in writing within the notice period. If we are unable to address your objection to our mutual reasonable satisfaction, you may terminate the affected Services by providing written notice within thirty (30) days of our response.

6.3 Data Processing Safeguards

We select AI model providers whose data-processing terms provide appropriate protection for Customer data — including that they will not use Customer data to train their foundation or general-purpose models — and we configure our use of these providers (including, for the fallback provider, pinning routing to a vetted, zero-data-retention allow-list of upstream providers) to minimise unnecessary data exposure. You acknowledge that the processing of your data by third-party AI model providers is subject to those providers’ own terms. AdPeak is not responsible for the data-handling practices of third-party AI model providers beyond the terms and account configuration we have in place with them. Our processing of personal data is further governed by the Data Processing Addendum.

7. User Responsibilities and Verification

7.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

Use the Services in any way that violates applicable laws or regulations
Impersonate any person or entity or misrepresent your affiliation with a person or entity
Connect, or grant AdPeak access to, any Google Ads or Merchant Center account that you do not own or have proper authorisation to manage
Interfere with or disrupt the Services or the servers or networks connected to the Services
Attempt to gain unauthorised access to any portion of the Services or any other accounts, systems, or networks
Use any robot, spider, or other automated device to access the Services except as expressly permitted
Transmit any viruses, malware, or other malicious code
Use the Services to generate unsolicited advertising or spam
Decompile, reverse engineer, disassemble, or otherwise attempt to extract source code from the Services, except to the extent this restriction is prohibited by applicable law
Use the Services in a way that could damage, disable, overburden, or impair the Services
Share, sell, or transfer your account credentials, or permit your account to be accessed or used by any individual other than the authorised users within your organisation for whom the account was provisioned
Use a single account or subscription to provide the Services to, or manage the accounts of, multiple unrelated businesses, except where expressly permitted by your subscription plan
Circumvent, disable, or attempt to circumvent any usage, rate, quota, or fair-use limit applied to the Services (see Section 9.5)

7.2 Account Security and Monitoring

To protect the Services and your account against account sharing, credential compromise, and account takeover, we monitor authentication and access activity. This includes recording technical information associated with access to your account, such as IP addresses (which we may store in pseudonymised or hashed form), device and browser characteristics, and session metadata. We process this information on the basis of our legitimate interests in securing the Services and enforcing these Terms, as further described in our Privacy Policy. Where we detect access patterns consistent with unauthorised sharing or compromise, we may require re-authentication, restrict access, or suspend the account in accordance with Section 16.

7.3 Verify Before You Act

The Services are a decision-support tool and are not a substitute for your own professional judgement. AI-generated outputs — including analysis, recommendations, reports, and product labels — can be incomplete, inaccurate, or wrong, and must not be treated as professional, financial, legal, or advertising advice. You agree that:

You will independently review and verify every output before acting on it, especially anything that informs advertising spend, bidding, product labelling, or feed changes affecting Merchant Center or client accounts.
You will keep a human in the loop, apply your own professional judgement, and roll out changes cautiously (for example, on a limited scope first).
You remain in control of, and responsible for, any change you action in your own or your clients’ accounts.

You accept all risk arising from your reliance on, or actions taken in response to, the outputs of the Services.

8. AI Technology, Service Limitations, and No Warranty of Performance Outcomes

8.1 Nature of AI Services

Our Services use artificial intelligence and machine learning to analyse data and produce recommendations and predictions. You acknowledge that:

AI recommendations are probabilistic and not guaranteed to improve performance
Machine learning methods require sufficient data to produce useful outputs
The quality of outputs depends partly on the quality and quantity of data available
Automated systems may produce results that human experts would not
Market conditions and platform changes may impact the effectiveness of our outputs

8.2 No Warranty of Performance Outcomes

AdPeak does not warrant, represent, or guarantee that use of the Services will improve your return on ad spend (ROAS), revenue, conversion rate, profitability, or any other performance metric. Advertising outcomes depend on numerous factors outside AdPeak’s control, including market conditions, competitor behaviour, product pricing, inventory availability, Google’s auction dynamics, and the quality of your product data. You use the Services entirely at your own risk with respect to advertising performance outcomes.

8.3 Service Availability Limitations

You acknowledge that the Services have operational limitations: outputs may require time to become effective; the Services may be temporarily unavailable for maintenance or updates; integration with third-party platforms is subject to their availability and policies; and certain features may require minimum data thresholds or spending levels.

9. Payment and Subscription

9.1 Subscription Plans

We offer various subscription plans. By selecting a plan, you agree to pay the applicable fees. All fees are exclusive of VAT and other taxes unless stated otherwise (see Section 9.6). We charge your payment method on file on a recurring basis according to your chosen billing cycle until your subscription is cancelled. Payments are processed by our third-party payment provider; you authorise us and our payment provider to charge your payment method.

9.2 Free Trials and Beta Pricing

We may offer free trials or preferential beta pricing. When a free trial ends, we will bill you for the applicable subscription unless you cancel before the trial ends. Where beta or promotional pricing applies, it applies for the period stated at the time of enrolment; when that period ends we will give you reasonable advance notice (at least 30 days) before standard pricing takes effect.

9.3 Billing Changes

We reserve the right to change our fees and billing methods, provided that we will give you notice before changes take effect. If you do not agree with the changes, you may cancel before they take effect.

9.4 Cancellation and Refunds

You may cancel at any time through your account settings or by contacting support, effective at the end of your current billing period. Except where required by law, fees already paid are non-refundable and you will not receive a refund for the remainder of a billing period.

9.5 Fair Use of AI and Compute Resources

The Services include AI assistant, agent, and MCP features that consume third-party AI model and compute resources (“Tokens”), the cost of which AdPeak bears on your behalf. To keep the Services sustainable and available to all customers, each subscription plan includes a fair-use allowance for Token consumption, expressed as a proportion of the value of your subscription fee. The fair-use allowance applicable to your plan is published on our pricing page and/or made available within your account.

If your Token consumption in a billing period exceeds your plan’s fair-use allowance, we may, acting reasonably and at our discretion:

temporarily throttle, rate-limit, or suspend access to the AI assistant, agent, and MCP features for the remainder of the billing period (core reporting and product-labelling functionality will, where practicable, remain available); and/or
contact you to arrange an upgrade to a higher plan or a usage add-on better suited to your needs.

We will make reasonable efforts to notify you as you approach or exceed your allowance. Fair-use limits are intended to address disproportionate, automated, or atypical usage, and the substantial majority of customers using the Services for their intended purpose will not be affected. We may adjust fair-use allowances from time to time in accordance with Section 18. During any beta or introductory pricing period, allowances may be applied more flexibly and remain subject to change.

9.6 Taxes and VAT

All fees are stated exclusive of VAT and any other applicable taxes, levies, or duties, unless expressly stated otherwise. You are responsible for any taxes applicable to your purchase of the Services (other than taxes on AdPeak’s income), and any taxes due will be itemised at checkout or on your invoice where applicable.

If you are established in a member state of the European Union, you must provide a valid VAT registration number at or before checkout. Supplies to EU business customers are subject to the reverse-charge mechanism: no VAT is charged by AdPeak, and you are responsible for accounting for VAT on the supply in your member state. You warrant that any VAT number you provide is valid, belongs to your business, and that you are purchasing the Services in the course of that business. We may decline, suspend, or cancel any purchase by a customer established in the European Union who does not provide a valid VAT registration number, and we may refund and cancel any transaction completed without one.

10. Data and Privacy

We collect and process personal data in accordance with our Privacy Policy and, where we act as your processor, the Data Processing Addendum, each incorporated into these Terms by reference. As between the parties, you are the controller of the connected-account data you make available to us, and AdPeak processes that data as a processor on your documented instructions to provide the Services.

You represent and warrant that: (a) you have all rights, consents, and lawful bases necessary to connect your accounts and to share your data with us and our sub-processors for the purposes of the Services; and (b) your data and your use of the Services do not infringe the rights of any third party or violate any applicable law.

You grant us the right to use your data to:

Provide, secure, and improve our Services
Generate aggregate insights and benchmarks and improve our optimisation methods, in each case using anonymised and aggregated data only
Detect and prevent fraud or abuse
Comply with legal obligations

10.1 Marketing Communications

Where permitted by applicable law, we may send you communications about AdPeak products, features, offers, and related content, including to business contact details you provide when requesting a free report or other resource. We rely on your consent or on our legitimate interest in marketing our business-to-business services, as set out in our Privacy Policy. We do not require you to agree to marketing in order to use the Services or to receive a free report. You can opt out of marketing communications at any time using the unsubscribe link in each message or by contacting privacy@adpeak.ai. Opting out does not affect service, security, or transactional messages necessary to provide the Services.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including AdPeak’s unreleased features, roadmap, pricing, and technical information. The receiving party agrees to (a) use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Terms, and (b) protect it with at least reasonable care and not disclose it to third parties other than to its staff, contractors, or clients who need to know it and who are bound by confidentiality obligations at least as protective as these. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to it without obligation, is independently developed, or is rightfully received from a third party, and does not prevent disclosure required by law (provided reasonable notice is given where lawful).

12. Intellectual Property Rights

12.1 Our Intellectual Property

All content, features, and functionality of the Services — including text, graphics, logos, icons, images, data compilations, software, models, and algorithms — are the exclusive property of AdPeak or our licensors and are protected by intellectual property laws.

12.2 Licence to Use Services

You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Services for their intended purpose during the term of your subscription. You may not copy, modify, distribute, sell, or lease any part of our Services or software, nor reverse engineer or attempt to extract source code, except to the extent applicable law prohibits those restrictions or you have our written permission.

12.3 Your Data

As between you and AdPeak, you retain all rights in the data you provide to or make available through the Services. You grant AdPeak a non-exclusive, worldwide licence to host, copy, process, and transmit your data solely as necessary to provide and support the Services, and to use anonymised and aggregated data as described in Section 10.

12.4 Feedback

If you provide feedback or suggestions regarding our Services, you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free licence to use that feedback for any purpose without compensation to you, and without any transfer of ownership in AdPeak’s intellectual property to you.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR OUTPUTS PROVIDED THROUGH THE SERVICES OR THE RESULTS THAT MAY BE OBTAINED FROM USING THE SERVICES. AI-GENERATED OUTPUTS MAY BE INCOMPLETE, INACCURATE, OR WRONG AND ARE NOT PROFESSIONAL, FINANCIAL, LEGAL, OR ADVERTISING ADVICE.

WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY WARRANTY THAT THE SERVICES WILL IMPROVE YOUR ADVERTISING PERFORMANCE, RETURN ON AD SPEND, REVENUE, PROFITABILITY, OR ANY OTHER BUSINESS METRIC. YOU ASSUME ALL RISK WITH RESPECT TO PERFORMANCE OUTCOMES AND TO ANY ACTION YOU TAKE IN RELIANCE ON THE SERVICES.

14. Limitation of Liability

14.1 Liability That Cannot Be Excluded

Nothing in these Terms excludes or limits either party’s liability where it would be unlawful to do so. This includes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and for any other liability that cannot be excluded or limited under applicable law. The remaining provisions of this Section 14 apply to the fullest extent permitted by law but are subject to this Section 14.1.

14.2 Exclusion of Indirect and Certain Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADPEAK, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY OF THE FOLLOWING (WHETHER DIRECT OR INDIRECT), IN EACH CASE HOWSOEVER ARISING:

LOSS OF PROFITS OR ANTICIPATED PROFITS
LOSS OF REVENUE OR ADVERTISING SPEND
LOSS OR CORRUPTION OF DATA
LOSS OF GOODWILL OR REPUTATION
LOSS OF BUSINESS, CONTRACTS, OR OPPORTUNITY
WASTED EXPENDITURE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES

WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER ADPEAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Aggregate Liability Cap

SUBJECT TO SECTION 14.1, ADPEAK’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY DATA PROCESSING (INCLUDING UNDER THE DATA PROCESSING ADDENDUM), WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO ADPEAK FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED POUNDS STERLING (GBP 100).

14.4 Third-Party Platform and Provider Exclusion

SUBJECT TO SECTION 14.1, ADPEAK SHALL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, OR DISRUPTION ARISING FROM OR RELATED TO: (A) CHANGES TO GOOGLE ADS, GOOGLE MERCHANT CENTER, OR ANY OTHER THIRD-PARTY PLATFORM’S APIs, POLICIES, AUCTION DYNAMICS, ALGORITHMS, OR PRICING; (B) SUSPENSION, TERMINATION, OR RESTRICTION OF YOUR ACCOUNTS BY ANY THIRD-PARTY PLATFORM; (C) ANY ACT OR OMISSION OF A THIRD-PARTY AI MODEL PROVIDER BEYOND ADPEAK’S REASONABLE CONTROL; OR (D) ANY CHANGE YOU MAKE TO YOUR OWN OR YOUR CLIENTS’ ACCOUNTS, INCLUDING ANY ACTION TAKEN IN RELIANCE ON THE OUTPUTS OF THE SERVICES.

14.5 Basis of the Bargain

You acknowledge that the fees for the Services reflect the allocation of risk set out in these Terms, and that these limitations are an essential basis of the bargain between the parties. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you; in such jurisdictions our liability is limited to the maximum extent permitted by law.

15. Indemnification

15.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless AdPeak, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) your use of the Services;

(b) your breach of these Terms;

(d) your violation of any applicable law or regulation (including data-protection law in your capacity as controller);

(e) your operation on, or connection of, any Google Ads or Merchant Center account that you do not own or do not have proper authorisation to manage;

(f) your approval and execution of any plan generated by the Services under Section 5, and any change you make to your own or your clients’ accounts;

(g) any claim by a third party (including a client of yours) arising from actions taken on accounts connected to the Services through your use; or

(h) any content, data, or materials you provide to the Services, including product catalogue data, advertising content, or instructions provided to the AI assistant.

15.2 Indemnification Procedure

We will promptly notify you of any claim subject to indemnification and provide reasonable cooperation at your expense. You shall not settle any claim in a manner that imposes any obligation or admission on AdPeak without our prior written consent, which shall not be unreasonably withheld.

16. Term and Termination

These Terms apply for as long as you use the Services or maintain an account. We may suspend or terminate your access to the Services immediately, without prior notice or liability, if you breach these Terms, if required by law, or if your continued use poses a security or operational risk. You may stop using the Services and close your account at any time.

Upon termination, your right to use the Services immediately ceases. Data deletion following termination is handled as described in our Privacy Policy. All provisions that by their nature should survive termination shall survive, including provisions on confidentiality, intellectual property, data and privacy, disclaimers, indemnity, and limitation of liability.

17. Force Majeure

AdPeak shall not be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, labour disputes, failures or changes of third-party platforms or providers, internet or telecommunications failures, power outages, or governmental action.

18. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on our website at least thirty (30) days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree, you must discontinue use before the changes take effect.

19. Governing Law and Jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of England and Wales. You and AdPeak submit to the exclusive jurisdiction of the courts of England and Wales.

20. General

20.1 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect.

20.2 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Addendum, and any applicable order or beta enrollment agreement, constitute the entire agreement between you and AdPeak regarding the Services and supersede all prior agreements, proposals, or representations, written or oral, concerning the subject matter.

20.3 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to do so without consent is null and void. We may assign or transfer these Terms in connection with a merger, acquisition, reorganisation, or sale of assets, or to an affiliate, without restriction.

20.4 Waiver and No Third-Party Rights

No failure or delay in exercising any right operates as a waiver of it. Except as expressly stated, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save that AdPeak’s affiliates and the individuals identified in Section 15.1 may enforce the disclaimers, limitations, and indemnities that benefit them.

20.5 Export Controls

You agree to comply with all applicable import, re-import, export, and re-export control laws and regulations of the United Kingdom, European Union, and United States, and not to transfer or authorise the transfer of the Services to prohibited countries, individuals, or entities.

21. Contact Us

If you have any questions about these Terms, please contact us at:

Email: support@adpeak.ai Post: AdPeak Ltd, M-SPARC, Menai Science Park, Gaerwen, Gwynedd, LL60 6AG, United Kingdom Company number: 17261264