Terms of Service
Effective Date: 21 July 2026
1. Introduction and acceptance of terms
These Terms of Service (“Terms”) govern the use of the services provided by NorthWave Content Distribution B.V., a private limited company established in the Netherlands, having its registered address at Kleine-Gartmanplantsoen 14, 1017 RR Amsterdam, Netherlands (“NorthWave Content Distribution B.V.,” “we,” “us,” or “our”).
By accessing, ordering, or using any of our services, the client, customer, or user (“you” or “Client”) agrees to be bound by these Terms, together with any applicable order form, statement of work, service schedule, quotation, or written agreement entered into with NorthWave Content Distribution B.V. If you do not agree to these Terms, you must not use our services.
These Terms apply to all business-to-business services we provide in connection with content-distribution activities, including any related consulting, operational, technical, or administrative support.
2. Scope of services
NorthWave Content Distribution B.V. provides content-distribution and related workflow services, which may include, without limitation:
- Multi-channel content distribution;
- Publishing workflow coordination;
- Content syndication management;
- Metadata tagging and content formatting;
- Digital asset delivery to partners;
- Campaign launch support; and
- Performance reporting and distribution tracking.
The exact scope, deliverables, timelines, technical specifications, and service levels will be defined in the applicable order form, statement of work, quotation, or other written agreement. We may perform services directly or through qualified third-party partners, vendors, or service providers.
Unless expressly agreed in writing, we do not guarantee the reach, placement, commercial success, algorithmic performance, publication acceptance, or revenue outcome of any content distributed through third-party channels.
3. User obligations and responsibilities
You agree to:
- provide accurate, complete, and timely information required for the delivery of services;
- ensure that all content, assets, metadata, instructions, and materials supplied to us are lawful, accurate, and do not infringe any third-party rights;
- obtain all necessary approvals, consents, licenses, permissions, and releases for the use, distribution, publication, and syndication of your content;
- comply with all applicable laws, regulations, platform rules, industry standards, and partner requirements;
- review and promptly approve or reject deliverables, metadata, layouts, and campaign materials where your approval is required;
- maintain the confidentiality and security of any account credentials, access tokens, or other authentication information provided to you; and
- notify us without undue delay of any errors, security incidents, or content issues of which you become aware.
You are solely responsible for the content you provide and for ensuring that it does not contain unlawful, defamatory, misleading, obscene, infringing, harmful, or otherwise objectionable material. We may refuse, suspend, or remove any content or service request that we reasonably believe to be unlawful, unsafe, technically infeasible, or inconsistent with our internal policies or partner requirements.
You shall not use our services to engage in unlawful distribution, spam, fraud, deceptive practices, or any activity that may damage our reputation, systems, or relationships with third parties.
4. Payment terms and conditions
Fees for our services will be set out in the applicable quotation, order form, or statement of work. Unless otherwise agreed in writing:
- all fees are quoted in euros and are exclusive of VAT and any other applicable taxes, duties, or levies;
- invoices are payable within 14 days from the invoice date;
- late payments may be subject to statutory commercial interest, reasonable debt collection costs, and any additional costs incurred to recover overdue amounts;
- we may require advance payment, milestone payments, or a deposit before commencing or continuing services;
- any disputes regarding an invoice must be raised in writing within 7 days of the invoice date, specifying the reasons for the dispute;
- you remain liable for all undisputed amounts and for fees incurred by third parties engaged at your request or as necessary for service delivery.
If you fail to pay amounts due on time, we may suspend services, withhold deliverables, pause distribution activities, or terminate the applicable service arrangement, without prejudice to our right to claim outstanding amounts and damages.
5. Cancellation and refund policy
Either party may cancel services in accordance with the notice period, term, and termination provisions specified in the applicable agreement. If no specific cancellation terms are agreed, the following shall apply:
- you may cancel a scheduled service by providing written notice;
- any work already performed, committed costs, third-party fees, reserved capacity, and non-cancellable expenses remain payable;
- prepaid fees are non-refundable to the extent they relate to services already rendered or costs already incurred;
- where services are cancelled before commencement, we may retain an amount representing reasonable administrative costs and any non-recoverable charges;
- no refund is due for delays or interruptions caused by your actions, incomplete instructions, or failure to provide required materials or approvals.
We may cancel or suspend services immediately if you materially breach these Terms, fail to pay any amount due, provide unlawful content, or create a legal, operational, or reputational risk. In such cases, no refund will be due for services already delivered or committed resources already allocated, unless required by mandatory law.
6. Liability limitations
To the maximum extent permitted by applicable law, NorthWave Content Distribution B.V. shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of data, or reputational harm, arising from or relating to the services or these Terms.
We do not accept liability for:
- actions or omissions of third-party publishers, distributors, platforms, partners, or service providers;
- delays caused by incomplete, inaccurate, or late information supplied by you;
- technical failures, network interruptions, platform changes, or restrictions outside our reasonable control;
- content decisions made by third parties, including rejection, demotion, modification, or removal of content;
- any unauthorized access, alteration, or loss arising from your failure to secure your systems or credentials.
Our total aggregate liability arising out of or in connection with the services or these Terms, whether in contract, tort, negligence, strict liability, or otherwise, shall be limited to the lesser of: (i) the fees paid by you for the specific services giving rise to the claim during the three (3) months preceding the event giving rise to liability; or (ii) EUR 10,000, unless mandatory law requires otherwise.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or wilful misconduct.
7. Intellectual property rights
As between you and NorthWave Content Distribution B.V., each party retains all rights, title, and interest in and to its pre-existing intellectual property, trademarks, trade names, tools, templates, software, methodologies, and proprietary know-how.
You represent and warrant that you own or have all necessary rights to provide the content, assets, and materials submitted to us and to authorize their use in connection with the services. You grant us a non-exclusive, worldwide, royalty-free, sublicensable license for the duration of the applicable services to host, reproduce, modify, format, adapt, transmit, distribute, display, and otherwise process your content solely to the extent necessary to perform the services and to comply with partner or technical requirements.
Any deliverables specifically created by us for you will be governed by the applicable agreement. Unless otherwise agreed in writing and subject to full payment of all applicable fees, you will receive a non-exclusive license to use the deliverables for your internal and commercial business purposes in connection with the intended distribution project. We retain all rights in our general tools, workflows, templates, and pre-existing materials.
You must not remove proprietary notices or claim ownership over our underlying methodologies, systems, or materials. Nothing in these Terms transfers ownership of our intellectual property to you unless expressly stated in writing.
8. Data protection and privacy
Each party shall comply with applicable data protection laws and privacy regulations, including the EU General Data Protection Regulation where applicable.
To the extent NorthWave Content Distribution B.V. processes personal data on your behalf in the course of providing services, the parties may enter into a separate data processing agreement. In the absence of such an agreement, each party shall act as an independent controller or otherwise as determined by the nature of the processing and the applicable legal framework.
You warrant that you have provided all necessary privacy notices, consents, and disclosures to data subjects and that you have a lawful basis for sharing any personal data with us. You further warrant that any personal data you provide is adequate, relevant, and limited to what is necessary for the intended purpose.
We will implement reasonable technical and organizational measures designed to protect personal data against unauthorized access, loss, alteration, or disclosure. However, no system can be guaranteed to be completely secure, and we do not warrant absolute security.
9. Force majeure
NorthWave Content Distribution B.V. shall not be liable for any delay or failure to perform its obligations if such delay or failure is caused by events beyond its reasonable control, including but not limited to:
- natural disasters, fire, flood, epidemic, pandemic, or extreme weather;
- war, terrorism, civil unrest, labor disputes, strikes, or governmental action;
- interruptions in telecommunications, internet services, cloud infrastructure, or power supply;
- failures or changes in third-party platforms, publishers, distributors, or technology providers;
- other events that could not reasonably have been foreseen or avoided.
Where a force majeure event occurs, our obligations will be suspended for the duration of the event and a reasonable recovery period thereafter. If the event continues for an extended period, either party may terminate the affected services on written notice, without liability for such termination, except for amounts already accrued or committed before the force majeure event.
10. Changes to terms
We may update or modify these Terms from time to time to reflect changes in our services, business practices, legal requirements, or operational needs. The revised Terms will become effective on the date indicated in the updated version or on another date specified by us.
Where required by law or where changes are material, we will provide reasonable notice of the updated Terms. Your continued use of our services after the effective date of the revised Terms constitutes acceptance of the updated Terms.
If you do not agree to the updated Terms, you must stop using the services and, where applicable, terminate the relevant service arrangement in accordance with the applicable notice provisions.
11. Applicable law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflict of law principles, unless mandatory law provides otherwise.
The courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, unless mandatory law requires otherwise or the parties agree in writing to an alternative dispute resolution mechanism.
12. Contact information
If you have questions about these Terms or the services of NorthWave Content Distribution B.V., you may contact us at:
- NorthWave Content Distribution B.V.
- Kleine-Gartmanplantsoen 14, 1017 RR Amsterdam, Netherlands
- Email: [email protected]
- Phone: +31 20 648 73 15
13. Severability clause
If any provision of these Terms is held to be invalid, unlawful, void, or unenforceable by a competent court or authority, that provision shall be interpreted, limited, or severed to the minimum extent necessary so that the remaining provisions remain in full force and effect.
If any invalid or unenforceable provision cannot be adequately modified to make it valid and enforceable, it shall be deemed deleted, and the remainder of these Terms shall continue to apply as if such provision had never been included.
NorthWave Content Distribution B.V. reserves all rights not expressly granted in these Terms.