Terms of service

01Who this is between

These terms are an agreement between you, the business buying the advertising, and Adducta Inc., a corporation incorporated in Ontario, Canada, Ontario Corporation Number 1001730887, operating from Toronto. Below, we and us mean that company.

You means the business named on the account. Whoever accepts these terms confirms they are allowed to commit that business, and that the business, not they personally, is the client.

They cover adducta.com, the plan tool at adducta.com/plan, and the service described in section 2. This is a service sold to businesses. It is not intended for anybody buying advertising for personal use.

Where we have signed something separate with you, that document wins on any point where the two disagree, and everything it does not cover is still governed here.

02What the service is

We plan, buy and manage advertising for your business on Google, Facebook, Instagram and Bing. Software we operate does most of the work: it writes the ads, makes the images and the video, decides where the money goes, moves it between platforms as results come in, blocks the searches that waste it, and reads what happened.

Enquiries the advertising produces arrive in your account, each with a proposed grade saying whether it is worth a call. A model proposes that grade and a person applies or overrules it. What the model is shown, and what it is not allowed to decide on its own, is in section 5 of the privacy policy.

What we are not: we do not answer your phone, we do not sell you leads gathered somewhere else, and we are not your employee. Every enquiry you receive from us came from advertising run for you and belongs to you.

03The plan is free, and it is an estimate

Anybody can answer six questions at adducta.com/plan and get back a written plan: where the money would go, what the ads would say, what we would block, and how a lead would be judged. There is no card, no obligation, and nothing is spent.

The plan is our estimate of what we would do. Figures in it, including how many enquiries a budget might produce and what one might cost, come from comparable campaigns. They are not a forecast, not a quote for results, and not a promise. Advertising is bought at auction and nobody can promise an auction.

If the budget is too thin to work, the plan says so before you pay for anything. Below roughly a thousand dollars a month there is not enough data for the platforms to learn from, and taking the money anyway is how this goes wrong in month two.

04Your accounts stay yours

To do the work we need access to your advertising accounts, or we create them in your name. Either way the accounts, the campaign history and the audiences built inside them are yours and not ours.

You grant us access to operate them on your behalf. You can withdraw it at any time in the platform's own settings, and that stops us immediately, without asking us first.

This is on the pricing page, so it is written here as a term. An agency that keeps the accounts keeps the client by holding something hostage, and we would rather be kept for the work.

We do not use one client's data, audiences or results to advertise anybody else. It is in section 13 of the privacy policy and it is here too, because it protects you from us as much as it protects you from the client next door.

05What you approve, and what stops it

Nothing spends until you have seen and approved the first campaign. After that the agent works on its own, inside limits that are yours to set:

• A daily ceiling it cannot cross. Not a target and not a guideline. The spending stops at the ceiling.
• One switch that stops everything. It takes effect on the platforms, not only in our interface, so stopped means stopped.
• Every change logged, attributed and reversible. You can see what was changed, when, and by which of us.

Inside those limits we do not ask before each ordinary adjustment: moving budget toward what is producing customers, cutting what is not, rotating a tired image. That is the work you hired, and asking permission for each move would make it useless.

Anything that goes beyond it needs you: raising the ceiling, entering a new market, advertising a different service, or making a claim you have not given us.

06What we cannot promise

We promise the work: campaigns built properly, watched continuously, and reported honestly. We cannot promise what the work produces, and anybody in this trade who does is either guessing or lying.

We do not promise, and nothing on our site should be read as promising:

• a number of enquiries, or a cost per enquiry
• a position, a ranking, a share of impressions or a level of revenue
• that a platform will approve any particular advertisement
• that a platform will keep your account open

The platforms decide whether an ad runs, what it costs and who sees it, and they change their rules without telling us first. What we control is how well the account is built and how fast we react.

We report what happened, including when it went badly. A month that did not work is reported as a month that did not work, with what we are changing.

07The ads themselves

The copy, images and video in your campaigns are made for you, much of it generated by AI models we operate, and all of it subject to the approval in section 5.

What becomes yours. Once the period it was made in is paid for, the advertising material we made for your campaigns is yours to keep and to use, including after you leave. What stays ours is the machinery: our software, our prompts, our models, our templates and the way we work.

Generated material is not unique by nature. A model can produce something similar for somebody else, including a competitor, and we do not represent that any generated image, line or video is exclusive to you or original to the world. If you need exclusivity, or a clearance you can rely on, tell us and we will work from material you supply instead.

What you give us stays yours. Logos, photographs, names, prices and claims remain your property. You license us to use them to advertise you for as long as we are doing that, and you confirm you hold the rights to give them to us.

08Your side of it

By using the service you confirm, and keep confirming:

• the business is real, lawfully operating, and you are allowed to act for it
• what you ask us to advertise is true, and the prices, claims, licences and qualifications you give us are accurate and current
• you hold the rights to the material you hand over
• you will answer the enquiries the advertising produces, or tell us to turn it down. Advertising that produces calls nobody returns wastes your money and damages the account quality the platforms measure, which then costs you more per click than it costs your competitor.
• you will tell us promptly when something changes: prices, service area, capacity, licensing, or a product you can no longer supply. An ad selling something you cannot deliver is a complaint waiting to happen, and it lands on your account before it lands on ours.

We do not advertise anything unlawful, in Ontario or in the market being advertised, or any category the platforms prohibit. Where a category is restricted rather than prohibited, such as health claims, financial products, alcohol or a regulated profession, the platforms require certification first, and we cannot run it until you provide what they ask for.

09The platforms' rules come first

Everything we do sits inside Google, Meta and Microsoft's own terms and advertising policies. Where those rules conflict with what you have asked for, the rules win, and we will tell you why rather than quietly do it anyway.

That is not deference. We manage other clients from the same business portfolios, and a policy breach is punished at the portfolio, so one account breaking a rule can cost every account we run. Section 13 of the privacy policy makes the same point about data, for the same reason.

Platforms can reject an advertisement, restrict or suspend an account, or change what is permitted, with no notice and through an appeal we do not control. We will tell you promptly, do what can be done, and say plainly when it cannot be fixed.

Time lost to a platform's own review, outage or mistake is not a breach of this agreement by us and does not by itself entitle you to a refund of the month, although the cap in section 10 means a month with little spending carries a small fee.

10What it costs

The fee is a monthly subscription in Canadian dollars, with no minimum term and no contract to sign. The figure for your band is the one shown on adducta.com on the day you subscribe, and what you agreed is recorded on your account.

If we change published pricing, your figure does not move until we have given you at least 30 days' notice in writing, and you may cancel instead of accepting it.

Two things hold whatever band you are in:

• Your advertising money is not our income. The subscription is charged on its own. Every cent you put toward advertising reaches the platforms: we take no share of it, no markup on it and no rebate behind it.
• The fee never exceeds a fifth of what you spent in the month. Where a fifth of the month's spending is less than your band, the fee is that smaller figure. Advertise two hundred dollars in a quiet month and the fee is forty, not the band.

Fees are exclusive of GST and HST, which is added where it applies and shown as its own line on the invoice.

We invoice for each period and take payment by the method we agree with you. If a payment fails we tell you and give you at least seven days before anything stops, which is section 13.

11Your advertising money

You top up a balance and we pay the platforms out of it, so there is one place your money goes instead of four, and one number to watch instead of four dashboards.

• The balance is yours, held to buy advertising for you. We do not lend it, invest it, or pay interest on it.
• When it reaches zero, spending stops. That is deliberate. A budget that runs away on a Friday night costs you the whole weekend before anybody notices.
• It is not a deposit against our fee. We do not take the subscription out of it unless you ask us to.
• What is left comes back. When we stop working together we return the unused balance within ten working days, less advertising already bought or irrevocably committed on your instruction.
• Where tax falls due on a top-up rather than on the spending, the invoice shows it as its own line, and the spendable balance is the amount net of that tax. A top-up is therefore not always entirely spendable, and we would rather say so here than have you discover it from a number that looks wrong.

12Cancelling

Cancel whenever you like, by writing to hello@adducta.com. There is no notice period, no cancellation fee, and nobody will ask you to sit through a call about it.

• The month you have paid for runs to its end and is not refunded.
• Campaigns are paused or handed over, whichever you ask for.
• Unused advertising balance comes back under section 11.
• The accounts move onto your own billing, history intact, within five working days, at no charge, under section 4.
• Your data does not vanish because you left, and it does not stay because you left either: section 15 of the privacy policy is the deletion route and it works the same before and after.

We can also stop. If we end it for any reason other than something in section 13, we give you 30 days' notice, refund the unused part of the month, and hand the accounts over on exactly the terms above.

13When we can suspend

We may pause the service, and if it cannot be resolved end it, if:

• an invoice is unpaid after we have told you and waited at least seven days
• a platform requires it, or has restricted the account in a way that leaves nothing to run
• what is being advertised turns out to be unlawful, or something you told us turns out to be untrue
• continuing would breach a platform policy in a way that puts other accounts we manage at risk

Suspension pauses the spending, not your ownership. The accounts, the balance and the data remain yours throughout, and the handover in section 4 and the refund in section 11 apply just the same.

14Privacy, data and confidence

Our privacy policy says what we collect, who else sees it, how long it stays and how to have it deleted. It is part of this agreement, not a separate document you are assumed to have read.

Which of us is responsible for what. For the enquiries our software captures on your behalf, you decide what is collected and why, and we act on your instructions. Section 2 of the privacy policy sets out both roles. An enquiry captured on a landing page we run for you is yours; our own copy is deleted on request either way, and we will tell the person who you are so they can ask you as well.

You will answer requests from the people whose details you hold. We help, and we hand over what we have.

Each of us keeps the other's non-public information confidential and uses it only to do this work. We will name you as a client publicly, or show what your campaigns achieved, only if you have agreed to it in writing first.

15Liability

We provide the service with the care and skill a competent advertising service would use, and with no warranty that it will produce a particular result. Section 6 says why that is honest rather than defensive.

We are not liable for:

• what the platforms do or fail to do, including rejections, suspensions, outages, price changes and their own errors
• money spent on advertising exactly as you instructed
• lost profit, lost revenue or a lost opportunity
• what follows from information you gave us being wrong or out of date

Where we are liable, our total liability for all claims arising in any twelve month period is limited to the fees you paid us in the three months before the claim arose.

Your advertising balance is not part of that limit. It is your money rather than a measure of our liability, and it is returned in full under section 11 whatever else is in dispute.

None of this limits liability for our fraud, our wilful misconduct, or anything the law does not allow us to limit.

You will cover us against claims that arise from what you asked us to advertise: your product, your prices, your claims, and the material you gave us to use.

16Changes to these terms

We update these terms when the service changes, and we date every version. If a change makes something materially worse for you, we tell you at least 30 days before it takes effect, by email to the address on your account, and you can cancel before it does.

A change never applies backwards to a period you have already paid for. The previous version is available on request, and we would rather send it to you than argue about what it used to say.

17Which law, and where disputes go

This agreement is governed by the law of Ontario and the federal laws of Canada that apply there, and the courts of Ontario have jurisdiction over it. If you are somewhere else, nothing here removes a protection your own local law gives you or requires you to travel where that law says otherwise.

Complain to us first, at hello@adducta.com. Most disagreements in this business are about a number and are cheaper to settle in an afternoon than in a year.

If any section turns out to be unenforceable, the rest stands. Neither of us gives up a right by not enforcing it once. We may transfer this agreement if the business is sold, and we would tell you before that happened; you may transfer it with our written agreement.

18Contact

Adducta Inc.
Ontario Corporation Number 1001730887
Toronto, Ontario, Canada

Anything commercial, including cancelling and the account handover, goes to hello@adducta.com. Anything about data goes to privacy@adducta.com. Both reach somebody who works here, and the rest of our details are on the contact page.