The agreement every engagement sits under.

This Master Service Agreement (the MSA) is entered into between:

Conflorens d.o.o., operating the AdGranted brand, with registered office at Blanje 65, 10090 Zagreb (Podsused), Croatia, OIB 24751171929, VAT ID HR24751171929, MBS 081385420, registered with the Commercial Court in Zagreb (Trgovački sud u Zagrebu), general business contact info@adgranted.com (Conflorens, AdGranted, we, us),

and

[CLIENT LEGAL NAME], with registered office at [CLIENT ADDRESS], registration / tax identifier [CLIENT IDENTIFIER] (Client, you).

The Client confirms that it enters this MSA only in a business or organizational capacity and not as a consumer purchasing personally.

1. Contract structure

1.1 This MSA sets the general legal terms for services supplied by Conflorens under the AdGranted brand.

1.2 A specific service is purchased only through an Order Form accepted by both parties. The MSA may remain in force when no Order Form is active.

1.3 The following precedence applies if documents conflict:

1. A Data Processing Agreement controls specifically for processing of personal data by Conflorens as processor on behalf of the Client.
2. The applicable Order Form controls service-specific scope, fees, refund rights, delivery periods, cancellation terms, and other service-specific commercial terms.
3. This MSA controls all other matters.

1.4 Internal AdGranted methodologies, specifications, checklists, standards, playbooks, or SOPs are not part of the Client contract and do not create contractual rights or obligations unless their relevant text is expressly reproduced in, attached to, or incorporated by an accepted Order Form. A reference in an operational communication to an internal methodology does not by itself incorporate that methodology into the contract.

1.5 Client-facing service obligations, refund rules, completion conditions, and material scope boundaries must be determined from the MSA, applicable Order Form, and applicable DPA rather than from internal AdGranted documentation.

2. Orders and electronic acceptance

2.1 Orders may be concluded electronically. An Order Form is validly accepted when the Client’s authorized representative ticks the acceptance box on the AdGranted offer page, confirming acceptance of the Order Form, this MSA and the Data Processing Agreement, and, where the Order Form requires payment at acceptance, completes that payment. Conflorens accepts an Order Form by issuing it to the Client. No handwritten or electronic signature is required.

2.2 The person who accepts an Order Form represents that they have authority to bind the organization for which they accept.

2.3 For a new Client, contractual acceptance requires this MSA and the applicable Order Form unless the parties expressly agree another written contractual structure. For a returning Client with an active MSA, contractual acceptance requires the applicable new Order Form unless the parties expressly agree otherwise in writing.

2.4 Conflorens will retain an electronic record of the accepted contractual documents and of the acceptance: the accepting person’s name, the time of acceptance, the document versions accepted, and the payment record.

3. Services and scope

3.1 Conflorens will perform the services described in the applicable Order Form with reasonable professional care and in accordance with the agreed scope.

3.2 The Client is entitled only to the deliverables, service activities, limits, and outcomes expressly described in the applicable Order Form. Related work is not automatically included merely because it concerns the same organization, account, website, campaign, platform, objective, or technical environment.

3.3 Additional or materially expanded work requires separate written acceptance of scope and fees where applicable.

3.4 Where an Order Form defines a scope standard, material expansion, completion event, or service boundary, that definition controls the affected service.

4. Client obligations, representations and warranties

4.1 The Client must, as reasonably required for the service:

• provide accurate and complete organizational, factual, legal, billing, and technical information;
• provide required access, documents, approvals, and decisions;
• ensure that persons providing instructions are authorized;
• retain appropriate ownership and administrator access to client-owned systems;
• maintain its website, organizational eligibility, factual claims, conversion paths, legal content, and third-party systems unless the Order Form expressly allocates a task to Conflorens;
• inform Conflorens of material changes that may affect delivery, compliance, tracking, access, campaigns, or reporting; and
• not knowingly instruct Conflorens to act unlawfully, deceptively, or contrary to applicable platform rules.

4.2 The Client represents and warrants that, to the best of its knowledge and subject to any matter expressly disclosed to Conflorens in writing:

• information supplied to Conflorens for qualification, contracting, Google applications, campaign production, reporting, and service delivery is materially accurate and not misleading;
• the Client has the authority and permissions required to grant Conflorens the access and instructions necessary for the agreed services;
• Client-supplied content, trademarks, logos, images, copy, data, instructions, and other materials may lawfully be supplied to and used by Conflorens for the agreed service;
• the Client will not require Conflorens to knowingly infringe third-party intellectual-property, privacy, confidentiality, contractual, or other legal rights;
• where the Client supplies or makes available personal data for which the Client determines the purposes and means of processing, the Client has an applicable lawful basis and has provided any transparency information or obtained any permission required for that processing; and
• the Client will not intentionally provide special-category or similarly high-risk person-level data for standardized AdGranted processing unless the parties have separately assessed and approved that processing in writing.

4.3 Conflorens may rely on Client-supplied information unless it is manifestly incorrect or Conflorens has actual knowledge that reliance would be improper.

5. Fees, VAT, invoices and payment

5.1 Fees are stated in the applicable Order Form.

5.2 All AdGranted fees are exclusive of VAT. VAT or other applicable taxes will be added where legally required. Where VAT is not charged, the legally appropriate invoice treatment will apply.

5.3 Non-EUR pricing, where offered, will be calculated from the controlling EUR price using the European Central Bank reference exchange rate available on the invoice date, or the most recently available rate if no rate is published that day, unless an Order Form expressly states otherwise.

5.4 Invoices are payable within the period stated in the applicable Order Form.

5.5 Conflorens may charge statutory late-payment interest and legally recoverable collection costs where applicable.

5.6 Conflorens may suspend or withhold service for overdue payment where permitted by the applicable Order Form.

5.7 The Client may not withhold an undisputed payment solely because another amount or issue is disputed. This does not restrict any mandatory legal right of set-off or withholding that cannot lawfully be excluded.

6. Client accounts, access and credentials

6.1 Client-owned accounts remain the Client’s property and under the Client’s control.

6.2 Conflorens should not be the only party capable of administering a client-owned account.

6.3 Invitation-based, delegated, manager, or service-account access is preferred where available.

6.4 The Client authorizes Conflorens to use granted access solely as reasonably necessary to perform the agreed services, administer related security, meet legal obligations, and complete agreed offboarding.

6.5 The Client must promptly notify Conflorens when access should be removed or when an authorized user ceases to be authorized.

7. Google and third-party services

7.1 Google, Goodstack, hosting providers, website platforms, payment providers, donation systems, CRMs, consent systems, connectors, AI providers, and other external systems are not controlled by Conflorens.

7.2 Conflorens does not guarantee any third-party approval, continued availability, processing time, policy position, support response, integration, or technical behavior.

7.3 A third-party change or failure does not expand the contracted service scope unless the parties agree additional work.

7.4 Conflorens may change a third-party provider used in its own service infrastructure where reasonably necessary, subject to applicable contractual and data-protection obligations.

8. Confidentiality

8.1 Each party must keep confidential information received from the other party confidential and use it only for the relationship contemplated by this MSA and its Order Forms.

8.2 Confidential information does not include information that the receiving party can demonstrate:

• is or becomes public without breach of this MSA;
• was lawfully known without confidentiality obligation before disclosure;
• is lawfully received from a third party without confidentiality restriction; or
• is independently developed without use of the disclosing party’s confidential information.

8.3 A party may disclose confidential information to its employees, contractors, professional advisers, insurers, service providers, and authorities where they reasonably need the information for the relationship or legal compliance and are subject to appropriate confidentiality duties.

8.4 A party may disclose confidential information where legally required, provided it gives notice where lawful and reasonably practicable.

8.5 These confidentiality obligations survive termination for so long as the information remains confidential, subject to mandatory law.

9. Intellectual property

9.1 The Client retains ownership of its pre-existing materials, source-platform data, trademarks, content, accounts, and other Client property.

9.2 After full payment of the applicable service fees, the Client owns bespoke client-specific deliverables created specifically for it, including client-specific campaign copy, keyword structures, and campaign materials.

9.3 Conflorens retains all rights in reusable methodologies, frameworks, templates, systems, processes, know-how, dashboard technology, software, reusable code, connectors, standard reporting architecture, internal tools, and other underlying or reusable intellectual property.

9.4 Where Conflorens retained IP is embedded in or necessary to use a client-specific deliverable, Conflorens grants the Client a perpetual, non-exclusive, worldwide, royalty-free right to use that retained element only as necessary to use the paid client-specific deliverable for the Client’s own organizational purposes.

9.5 Dashboard access does not transfer dashboard software, source code, reusable templates, calculated fields, connectors, architecture, or other AdGranted technology to the Client.

9.6 The Client grants Conflorens a non-exclusive, limited right during the relevant service term to use Client materials solely as necessary to provide, secure, evidence, and lawfully close the service.

10. Client name, logo, testimonials and case studies

10.1 Conflorens may use the Client’s name and logo internally or within the Client’s own service environment where reasonably necessary to provide the service.

10.2 Public marketing use of the Client’s name, logo, trademark, testimonial, or case study requires separate explicit permission.

10.3 The Client’s purchase of a service does not itself authorize public identification as an AdGranted client.

10.4 Where a testimonial, photograph, quotation, video, or case-study material identifies a natural person, any permission required from that individual must also be obtained before public use.

11. Data protection

11.1 Each party will comply with applicable data-protection law for processing for which it is responsible.

11.2 Where Conflorens processes personal data on the Client’s behalf as processor, the AdGranted Data Processing Agreement must apply before the relevant processor activity begins.

11.3 Each party remains responsible for its own lawful basis, transparency obligations, records, and instructions where it acts as controller.

11.4 The Client must not instruct Conflorens to process personal data unlawfully and remains responsible for the legality of Client-controlled collection and disclosure of Client Personal Data to Conflorens, except to the extent Conflorens independently determines an unlawful purpose or means of processing.

12. No guarantee of Google approval or results

Unless an Order Form expressly states otherwise, Conflorens does not guarantee:

• Google for Nonprofits approval;
• Google Ad Grants approval, activation, reinstatement, or continued eligibility;
• any Google or third-party review time;
• use of the full grant allocation;
• a minimum advertising spend, traffic level, click volume, conversion volume, donation volume, fundraising result, or other performance outcome; or
• uninterrupted third-party systems or integrations.

13. Suspension

13.1 Conflorens may suspend affected work where responsible delivery cannot continue because of non-payment, missing access, material Client non-cooperation, compliance risk, security risk, unlawful instructions, unauthorized changes, third-party failure, or another material blocker.

13.2 Where practicable, Conflorens will limit suspension to affected work where safe and commercially sensible.

13.3 Service-specific suspension consequences are governed by the applicable Order Form.

13.4 Suspension does not by itself create a refund, credit, or extension unless the applicable Order Form expressly provides one.

14. Termination

14.1 Either party may terminate an Order Form as permitted by that Order Form.

14.2 Either party may terminate this MSA by written notice when no Order Form is active. Termination of the MSA does not retroactively terminate an active Order Form unless that Order Form or this MSA permits it.

14.3 Conflorens may terminate this MSA or an affected Order Form immediately where continued performance would be unlawful, create serious security or compliance risk, involve fraud or abuse, or where a material breach cannot reasonably be cured.

14.4 Where a curable material breach occurs, the non-breaching party may give written notice describing the breach and requiring cure within a reasonable stated period. If the breach is not cured within that period, the non-breaching party may terminate the affected Order Form, subject to any more specific service rule.

14.5 Termination does not affect accrued payment obligations, valid refund rights, confidentiality, intellectual property, liability provisions, indemnities, data-protection obligations, or other terms intended to survive.

15. Client indemnity

15.1 To the extent permitted by law, the Client will indemnify and hold Conflorens harmless from third-party claims, damages, liabilities, penalties to the extent lawfully indemnifiable, and reasonable external legal costs arising directly from:

• Client materials that infringe a third party’s intellectual-property or other proprietary rights;
• the Client’s unlawful collection, disclosure, or instructions concerning Client-controlled personal data;
• a materially false or misleading Client representation supplied for Google eligibility, organizational status, website claims, or service delivery;
• Client instructions that Conflorens followed in good faith and that infringe a third party’s rights or applicable law; or
• the Client’s material breach of clauses 4, 6, 9, 10, or 11,

except to the extent the claim was caused or materially increased by Conflorens’ own breach, unlawful conduct, or negligence.

15.2 Conflorens must give the Client reasonably prompt notice of a covered third-party claim, subject to no loss of protection except to the extent delay materially prejudices the Client’s defense.

15.3 The Client may control the defense of a covered claim with suitably qualified counsel, provided that the Client may not settle a claim in a way that admits wrongdoing by Conflorens, imposes non-monetary obligations on Conflorens, or materially restricts Conflorens’ business without Conflorens’ prior written consent.

15.4 Conflorens will provide reasonable cooperation at the Client’s cost for a covered claim, except to the extent the claim results from Conflorens’ own breach or fault.

16. Liability

16.1 Nothing in this MSA excludes or limits liability that cannot legally be excluded or limited, including liability to the extent arising from intent or gross negligence where applicable law prohibits advance limitation.

16.2 For this section, an Affected Service means the specific Order Form under which the act, omission, or event giving rise to the claim occurred. If a single act, omission, or related series of acts or omissions directly affects more than one Order Form, those directly affected Order Forms together constitute the Affected Service solely for calculating the cap.

16.3 Subject to clause 16.1, the aggregate liability of Conflorens for all claims arising out of or in connection with an Affected Service will not exceed the total service fees actually paid by the Client to Conflorens under the Affected Service before the event giving rise to the claim. VAT, pass-through third-party charges, and amounts paid for unrelated Order Forms are excluded from the cap calculation.

16.4 Claims arising from the same act, omission, event, or materially related series of acts, omissions, or events are treated as one group of related claims for purposes of the cap.

16.5 Subject to clause 16.1 and to the extent permitted by law, Conflorens will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of donations, loss of fundraising opportunity, loss of grant utilization, loss of advertising opportunity, or loss caused by Google decisions, Client-controlled changes, inaccurate Client information, or third-party failures, except to the extent such exclusion is not legally permitted.

16.6 The limitations in this section apply to all legal theories to the extent permitted by law.

16.7 Nothing in this section limits a Client obligation to pay undisputed fees or a liability arising under the Client indemnity in clause 15, except to the extent mandatory law requires otherwise.

16.8 Any refund, credit, insurance recovery, or other compensation already received by the Client for the same proven loss will be taken into account to prevent double recovery, to the extent permitted by law.

17. Events beyond reasonable control

A party is not liable for delay or failure caused by an external, extraordinary, and reasonably unavoidable event beyond its control, including material failures of infrastructure, third-party platforms, governmental action, or regulatory/policy changes, provided it acts reasonably to reduce the effect where practicable. This clause does not remove payment obligations already accrued or obligations that cannot legally be excluded.

18. Notices

18.1 Contractual notices may be sent by email to the primary contractual contact stated in the applicable Order Form or another address formally notified for contractual notices.

18.2 A notice is treated as received on the first business day after transmission if the sender does not receive an automated failure or rejection notice, unless the recipient proves it was not reasonably accessible due to a technical failure outside its control.

18.3 Privacy and data-rights communications to Conflorens should be sent to privacy@adgranted.com.

18.4 General business communications may be sent to info@adgranted.com.

19. Assignment and subcontracting

19.1 The Client may not assign or transfer this MSA or an Order Form, in whole or in part, without Conflorens’ prior written consent, which will not be unreasonably withheld where the proposed assignee is a legitimate successor able to perform the Client’s obligations.

19.2 Conflorens may assign this MSA or an Order Form without the Client’s consent to an affiliate or in connection with a merger, restructuring, sale of substantially all relevant business assets, or other bona fide business succession, provided the assignee assumes the relevant contractual obligations and the assignment does not materially reduce the Client’s contractual rights.

19.3 Conflorens may use employees, contractors, service providers, and subprocessors to perform services, subject to applicable contractual, confidentiality, security, and data-protection obligations.

20. General

20.1 This MSA and applicable Order Forms constitute the agreement between the parties regarding their subject matter and supersede prior inconsistent discussions or representations relating to that subject matter.

20.2 Amendments must be made in writing or another legally valid electronic form accepted by both parties.

20.3 Failure to enforce a provision does not waive it.

20.4 If a provision is invalid or unenforceable, the remaining provisions remain effective to the extent permitted by law, and the invalid provision will be interpreted or replaced to the minimum extent necessary to preserve its lawful commercial purpose.

20.5 Headings are for convenience and do not control interpretation.

20.6 Words such as “including” or “includes” are illustrative and do not limit the preceding general wording.

20.7 The parties are independent contractors. Nothing creates a partnership, joint venture, employment relationship, fiduciary relationship, or authority for either party to bind the other except as expressly stated.

20.8 No third party has a contractual right under this MSA unless mandatory law provides otherwise.

21. Governing law and jurisdiction

21.1 This MSA and each Order Form are governed by the laws of the Republic of Croatia, without prejudice to mandatory rules that cannot lawfully be excluded.

21.2 The competent courts of the Republic of Croatia have exclusive jurisdiction over disputes arising out of or in connection with this MSA or an Order Form, subject to mandatory law.

22. Acceptance

This MSA is accepted electronically under section 2, together with the first Order Form. No handwritten or electronic signature is required.