Terms of Service

1. Contract Formation and Acceptance

A contract is formed when the Client accepts our quotation, proposal, order confirmation or service offer, or otherwise clearly instructs us to commence the services.

Acceptance may take place electronically, including by:

• accepting these Terms through an applicable checkbox;
• completing a payment through Stripe or another payment provider;
• accepting a quotation or proposal electronically; or
• otherwise electronically confirming the purchase or commencement of the services.

By making a payment, the Client confirms that they have read, understood and accepted these Terms. The Client acknowledges that electronic acceptance and payment constitute acceptance of these Terms to the extent permitted by applicable law.

These Terms, together with the applicable quotation, proposal, order confirmation, package description or other individually agreed written terms, form the agreement between KAROS and the Client.

2. Individual Agreements and Order of Precedence

The exact services, package, pricing, contract duration and any specific guarantees applicable to the Client are determined by the applicable quotation, proposal, order confirmation or other individually agreed written agreement.

If an individually agreed written provision conflicts with these Terms, the individually agreed provision shall prevail. These Terms shall otherwise apply to the services provided by KAROS.

3. Services

KAROS provides online marketing, advertising and lead-generation services. Depending on the package purchased, the services may include:

• creation and management of online advertising campaigns;
• campaign optimisation;
• advertising copy and creative development;
• landing pages;
• funnels;
• campaign strategy;
• audience targeting;
• lead generation;
• campaign reporting and analysis; and
• other marketing activities expressly included in the Client's selected package.

KAROS is entitled to use third-party platforms, software and service providers where reasonably necessary to provide the services. The scope of the services is limited to the services included in the Client's selected package or otherwise agreed in writing. Additional work requested by the Client that falls outside the agreed scope may be charged separately.

4. Initial Contract Period

Unless expressly agreed otherwise in writing, the initial contract period is three (3) calendar months. The Client agrees to remain committed to the services and the applicable fees throughout this initial contract period.

5. Automatic Continuation and Termination

After the initial three-month period, the agreement automatically continues on a monthly basis unless terminated by either party.

The Client may terminate the agreement by providing at least fourteen (14) days' written notice before the beginning of the next monthly service period. If timely notice is not received, the agreement continues for the following monthly service period and the applicable fee remains payable.

Termination does not affect any payment obligations that have already arisen.

6. Fees and Payment

The Client shall pay the fees specified in the applicable quotation, proposal, package or order confirmation. Unless otherwise agreed, service fees are charged every four weeks. Payments may be processed automatically using the payment method authorised by the Client, including Stripe.

The Client is responsible for ensuring that sufficient funds are available and that the payment method remains valid.

KAROS reserves the right to suspend services while amounts remain overdue.

7. Advertising Costs

Advertising expenditure is separate from KAROS's service fees unless expressly stated otherwise in writing. Advertising costs paid to platforms such as Meta, Google or other advertising providers are the responsibility of the Client.

Advertising expenditure may be paid directly by the Client to the relevant advertising platform or through another agreed payment arrangement. KAROS is not responsible for changes in advertising costs, platform pricing, auction prices or advertising budgets imposed by third-party platforms.

8. Lead Generation Guarantee

Where the Client's selected package expressly includes a 90-lead guarantee, KAROS guarantees to generate at least 90 leads during the initial three-month campaign period, subject to the conditions of this section.

If fewer than 90 qualifying leads have been generated at the end of the initial three-month period, KAROS will continue providing the agreed campaign management services without charging its normal service fee until the total number of 90 leads has been reached.

During any free continuation period, the Client remains responsible for:

• advertising expenditure;
• third-party platform costs; and
• any other costs expressly identified as Client costs.

The guarantee relates exclusively to the generation of leads. It does not constitute a guarantee of:

• sales;
• revenue;
• profit;
• appointments;
• customers;
• treatment acceptance;
• conversion rates; or
• any other commercial result.

9. Conditions of the Lead Guarantee

The lead-generation guarantee is dependent upon the Client providing reasonable cooperation and maintaining the conditions necessary for the campaign to operate effectively. The Client must, among other things:

• provide accurate information;
• provide required access to relevant systems and accounts;
• approve campaign materials within a reasonable timeframe;
• maintain the agreed offer or campaign conditions;
• remain reasonably available for campaign-related communication;
• promptly follow up generated leads; and
• provide the agreed feedback regarding lead quality and follow-up.

KAROS shall not be responsible for failing to achieve the guaranteed number of leads where campaign performance is materially affected by:

• the Client's failure to cooperate;
• delayed approvals or responses;
• failure to follow up leads;
• changes made by the Client to the campaign, website, offer or sales process;
• suspension or restriction of advertising accounts;
• changes to third-party advertising platforms;
• technical failures outside KAROS's reasonable control;
• extraordinary market circumstances; or
• other circumstances outside KAROS's reasonable control.

10. Client Responsibilities

The Client remains responsible for the commercial handling of the leads generated through the campaign. The Client is responsible for:

• promptly contacting leads;
• properly handling enquiries;
• converting leads into appointments or sales where appropriate;
• ensuring that its products and services comply with applicable laws;
• providing accurate business information;
• providing timely approvals and feedback; and
• ensuring that all information supplied to KAROS is accurate and lawful.

KAROS is not responsible for lost sales or missed opportunities resulting from the Client's failure or delay in following up leads.

11. Advertising Platforms and Third-Party Services

KAROS may use third-party platforms including, but not limited to, Meta, Facebook, Instagram, Google and other advertising, analytics, hosting, CRM and technology providers. KAROS does not control these third-party platforms and therefore does not guarantee:

• uninterrupted availability of third-party platforms;
• approval of advertisements;
• continued access to advertising accounts;
• advertising account status;
• specific advertising costs;
• platform algorithms;
• platform reach;
• platform performance; or
• continued availability of specific platform features.

KAROS shall not be liable for losses caused by decisions, restrictions, outages, policy changes, algorithm changes or other actions of third-party platforms, except to the extent that such liability cannot legally be excluded.

12. Intellectual Property

Unless otherwise agreed in writing, all advertising concepts, strategies, copy, designs, images, landing pages, funnels, templates, processes, campaign structures and other materials created by KAROS remain the intellectual property of KAROS or its licensors.

During the period in which the Client is receiving the services, the Client receives a limited right to use the materials for the agreed campaign and business purposes. The Client may not, without KAROS's prior written permission:

• reproduce the materials for unrelated campaigns;
• sell or transfer the materials;
• provide the materials to third parties for independent use;
• substantially modify and reuse the materials outside the agreed campaign; or
• use the materials after termination of the services where such use would constitute unauthorised reuse of KAROS's intellectual property.

Third-party materials remain subject to the rights and licences of their respective owners.

13. Client Materials

The Client remains responsible for all materials, information, photographs, logos, trademarks, claims, texts and other content supplied by the Client. The Client confirms that it has the necessary rights and permissions to provide such materials to KAROS and to permit KAROS to use them for the agreed services.

The Client shall indemnify KAROS, to the extent permitted by applicable law, against claims arising from the Client's unlawful or unauthorised materials or instructions.

14. Data Protection and Lead Data

KAROS and the Client shall process personal data in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR), where applicable. The parties shall cooperate as reasonably necessary to fulfil their respective data protection obligations.

The Client remains responsible for the lawful handling, storage, follow-up and use of leads after those leads have been made available to the Client. Where required by applicable law, the parties shall enter into additional data-processing or other data-protection agreements.

15. No Guarantee of Commercial Results

Except for an expressly agreed lead-generation guarantee, KAROS does not guarantee any specific commercial result. In particular, KAROS does not guarantee any specific number of:

• customers;
• appointments;
• sales;
• revenue;
• profit;
• treatment plans;
• enquiries resulting in sales; or
• return on advertising spend.

Campaign results may depend on factors outside KAROS's control, including market conditions, competition, pricing, the Client's offer, website performance, sales processes and the Client's handling of leads.

16. Suspension of Services

KAROS may temporarily suspend the services where:

• payments are overdue;
• the Client fails to provide required information or access;
• the Client materially fails to cooperate;
• continued operation would create a legal or technical risk; or
• a third-party platform prevents the campaign from operating.

Suspension does not automatically terminate the agreement or release the Client from payment obligations.

17. Early Termination

If the Client terminates the agreement before the end of an agreed minimum contract period, the Client remains responsible for the fees contractually payable during that minimum period, unless otherwise agreed in writing or unless applicable mandatory law provides otherwise.

Termination does not affect rights or obligations that accrued before termination. KAROS may terminate or suspend the agreement where the Client materially breaches the agreement and fails to remedy the breach within a reasonable period after being notified.

18. Limitation of Liability

To the maximum extent permitted by applicable law, KAROS and Abpass IT OÜ shall not be liable for indirect, incidental, consequential or special losses, including loss of:

• profit;
• revenue;
• customers;
• business opportunities;
• data; or
• business interruption.

KAROS shall not be liable for losses arising from:

• failure of third-party advertising platforms;
• advertising account restrictions;
• changes to platform algorithms or policies;
• leads not being followed up;
• the Client's sales process;
• inaccurate information supplied by the Client; or
• circumstances outside KAROS's reasonable control.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

19. Force Majeure

KAROS shall not be liable for failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control. Such circumstances may include, without limitation, major technical failures, internet or hosting outages, third-party platform failures, cyber incidents, governmental measures, natural disasters, war, strikes or other events that could not reasonably have been prevented.

20. Website Disclaimer

The information and materials available on the Abpass IT or KAROS website are provided on an "as is" and "as available" basis to the extent permitted by applicable law. We do not warrant that website content is always accurate, complete, current or free from errors. We may change website content without prior notice.

21. Website Use

Permission is granted to temporarily download one copy of the materials on the website for personal, non-commercial transitory viewing only. This is a licence and not a transfer of title. Under this licence, you may not:

• modify or copy the materials;
• use the materials for any commercial purpose or public display;
• attempt to decompile or reverse engineer software contained on the website;
• remove copyright or other proprietary notices; or
• transfer or reproduce the materials on another server or website.

22. Third-Party Links

Our website or services may contain links to third-party websites. Abpass IT OÜ and KAROS Solutions are not responsible for the content, availability, security or practices of third-party websites. The inclusion of a link does not constitute an endorsement.

23. Changes to These Terms

We may update these Terms from time to time. The version applicable to a Client's agreement is the version accepted by the Client when the agreement was entered into, unless a later amendment is expressly agreed or a change is permitted by applicable law. Changes to these Terms shall not retrospectively alter individually agreed contractual obligations unless permitted by applicable law.

24. Severability

If any provision of these Terms is found to be invalid, unenforceable or otherwise ineffective, the remaining provisions shall remain in full force and effect to the extent permitted by applicable law. The invalid or unenforceable provision shall be replaced or interpreted, to the extent legally possible, in a manner that most closely reflects the original commercial intention of the provision.

25. Entire Agreement

These Terms, together with the applicable quotation, proposal, order confirmation, package description and any individually agreed written provisions, constitute the agreement between the Client and KAROS concerning the services. Any individually negotiated written provision takes precedence over these Terms in the event of a conflict.

26. Governing Law and Jurisdiction

These Terms and the agreement between the Client and Abpass IT OÜ shall be governed by and construed in accordance with the laws of Estonia, unless mandatory applicable law requires otherwise. To the extent legally permitted, disputes arising from or relating to these Terms or the services shall be submitted to the competent courts of Estonia.

27. Contact Information

For questions about these Terms of Service, please contact us: