Terms of Service

These Terms of Service govern the use of Darlana's services. Please read them carefully before placing an order.

1. Service provider details

These Terms of Service (the “Terms”) apply to services provided by:

2. Scope

2.1. These Terms apply to all service agreements between the Provider and the Client unless the parties agree otherwise in writing. Where an individual written agreement exists, its provisions prevail.

2.2. The Provider supplies services exclusively to companies, sole traders and other organisations acting in the course of their trade, business or profession. By placing an order, the Client confirms that it is acting in a business capacity and is not a consumer. Consumer protection legislation — including any statutory right of withdrawal for distance contracts — does not apply.

2.3. The Client's own general purchasing or contracting terms do not form part of the agreement unless expressly accepted by the Provider in writing.

3. Services

3.1. The Provider offers the following Google Ads (PPC) services:

• Account Audit: a structured review of an existing advertising account together with a written set of recommendations.
• PPC Mentoring: live, one-to-one training sessions, each followed by a personalised written summary and optional homework.
• PPC Consultancy: ad hoc professional consultation on a per-session basis.
• Ad Management: ongoing management of the advertising account on a monthly retainer.

3.2. The exact scope, content and schedule of each service is set out in the accepted proposal or individual agreement. Descriptions published on the website are indicative only.

3.3. No guarantee of results. The Provider delivers the services with reasonable professional skill and care, as an obligation of means and not of result. The Provider expressly gives no guarantee of any specific commercial outcome, including but not limited to ad position, impressions, clicks, cost per click, conversions, conversion rate, return on ad spend, revenue or profit. Advertising performance depends on factors outside the Provider's control, including market competition, seasonality, changes to advertising platform algorithms and policies, and the quality, pricing, stock levels and fulfilment capacity of the Client's website and offering.

4. Formation of the agreement

4.1. Prices and service descriptions published on the website do not constitute a binding offer; they are an invitation to treat.

4.2. The agreement is concluded when the Client accepts the Provider's written proposal in writing, or when the Provider confirms the Client's order in writing. Communication by email qualifies as writing.

4.3. Unless stated otherwise, a written proposal from the Provider remains valid for 30 days from its date of issue.

4.4. The Provider may decline an order without giving reasons, in particular in the event of capacity constraints, a conflict of interest (a competing client in the same market), or the content restrictions set out in clause 6.4.

5. Fees, invoicing and payment

5.1. Fees are stated in the currency set out in the accepted proposal (typically SEK, EUR or HUF) and are exclusive of value added tax.

5.2. Value added tax. The Provider is registered for VAT in Sweden and applies the following treatment:

• Clients established in Sweden are charged Swedish VAT at 25%.
• Clients established in another EU Member State holding a valid EU VAT number: the place of supply is the Client's place of establishment and VAT is accounted for by the Client under the reverse charge mechanism (Articles 44 and 196 of the VAT Directive; in Swedish, omvänd betalningsskyldighet). Invoices carry the corresponding reference.
• Clients established outside the EU are not charged Swedish VAT.

5.3. The Client must supply a valid EU VAT number verifiable in the VIES system and must notify the Provider without delay of any change or cancellation. In the absence of a valid VAT number the Provider may charge Swedish VAT. If it subsequently emerges that the reverse charge was applied incorrectly because of inaccurate or outdated information supplied by the Client, any resulting tax and penalties are borne by the Client.

5.4. Payment is due within 10 days of the invoice date unless the proposal provides otherwise. Ad management retainers fall due at the beginning of the following month.

5.5. In the event of late payment the Provider is entitled to default interest under the Swedish Interest Act (räntelagen 1975:635) at the Swedish reference rate plus eight percentage points. The Provider is additionally entitled to statutory late payment compensation of SEK 450 (förseningsersättning) and to reimbursement of any further reasonable collection costs.

5.6. If payment is more than 10 days overdue, the Provider may, after prior written notice, suspend performance until the outstanding amount has been settled in full. Fees for ongoing services remain payable during any period of suspension.

5.7. Media spend. Service fees do not include media spend payable to advertising platforms (Google, Microsoft or others). The Client pays the advertising budget directly to the platform using its own payment method from an account held in its own name. The Provider does not advance media spend and accepts no liability for its payment.

5.8. Fees may be adjusted once per calendar year on 30 days' prior written notice. The Client may terminate the agreement in accordance with clause 12 with effect from the date the new fees take effect.

6. Client obligations

6.1. The Client shall provide, in good time and in full, all access rights and information required for performance, including access to the Google Ads account or a link to the Provider's manager (MCC) account, access to analytics and measurement accounts, and — where necessary — the ability to edit the website or contact with the Client's developer.

6.2. The Client is responsible for the accuracy, completeness and lawfulness of all data, content and information it supplies.

6.3. The Client shall respond to requests for approval within a reasonable period and in any event within 5 working days. The Provider is not liable for delays caused by the Client, and such delays do not affect the Client's payment obligations.

6.4. The Client is responsible for ensuring that the advertised product or service and the landing page comply with applicable law and with the advertising platforms' policies in force from time to time (in particular the Google Ads policies). The Provider may refuse to advertise content that breaches the law, platform policies or the Provider's own business ethics.

6.5. The Client is responsible for the legal compliance of its own website, including its privacy notice, cookie consent handling and any mandatory disclosures.

7. Account access and ownership

7.1. The advertising account is owned by the Client where it was created in the Client's name. The Provider receives management access, not ownership.

7.2. Where the Provider creates a new advertising account on the Client's behalf, that account will be transferred to the Client free of charge on termination, provided all outstanding fees have been paid.

7.3. Within 5 working days of termination the Provider will relinquish its access to the advertising and analytics accounts and unlink them from its manager account.

8. Intellectual property

8.1. Deliverables created specifically for the Client — including audit reports, ad copy, campaign structures, keyword lists and bespoke recommendations — are licensed to the Client on payment of all fees in full, on a perpetual and territorially unrestricted basis.

8.2. The Provider's methodology, templates, checklists, training materials, internal tools and general know-how remain the Provider's intellectual property. The Client acquires no ownership in them and may use training materials for its own internal purposes only; they may not be resold, published or passed to third parties.

8.3. The Provider may present work carried out in anonymised form (without naming the Client) as a reference, case study or for training purposes. Use of the Client's name or logo as a reference requires the Client's prior written consent.

9. Confidentiality

9.1. Each party shall keep confidential all non-public business information received from the other party, including performance data, margins, business plans, customer lists and pricing information.

9.2. This obligation survives termination for 2 years. It does not apply to information that is publicly available or that must be disclosed under law or a binding official decision.

10. Liability and limitation of liability

10.1. The Provider performs the services with the professional care that may reasonably be expected.

10.2. The Provider is not liable for any indirect or consequential loss, including loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of data or damage to reputation.

10.3. The Provider's aggregate liability in contract, tort or otherwise in any calendar year shall not exceed the service fees actually paid by the Client under the agreement in the five months preceding the event giving rise to the claim. Media spend is excluded from this calculation.

10.4. The Provider is not liable for the decisions, operation or changes of advertising, analytics or other third-party platforms, including account suspension or termination, ad disapprovals, policy or algorithm changes, data loss, measurement inaccuracies, service outages or price changes.

10.5. The Provider is not liable for loss arising from inaccurate, incomplete or outdated information supplied by the Client, or from changes made by the Client or a third party.

10.6. Claims must be notified in writing within 2 months of discovery and in any event within 12 months of the performance giving rise to the claim, failing which the claim lapses.

10.7. The limitations in this clause do not apply to loss caused intentionally or by gross negligence (uppsåt eller grov vårdslöshet), or where liability cannot be limited under mandatory law.

11. Force majeure

The Provider is released from liability for non-performance caused by circumstances beyond its reasonable control that it could not reasonably have foreseen at the time of contracting and whose consequences it could not avoid, including natural disaster, war, terrorism, epidemic, official measures, strike, prolonged power or internet outage, cyber attack, or prolonged failure of the advertising platforms. The Provider shall notify the Client without delay. If the force majeure event continues for more than 30 days, either party may terminate the agreement with immediate effect.

12. Term and termination

12.1. Ad Management. Unless agreed otherwise, the agreement runs for an indefinite term. Either party may terminate it in writing on 30 days' notice, effective at the end of a calendar month. Fees falling due during the notice period remain payable.

12.2. Account Audit. The agreement is performed on delivery of the report. Once the audit has commenced, the fee is non-refundable.

12.3. Mentoring and Consultancy. Services are purchased per session or as a prepaid package. Prepaid, unused sessions must be used within 12 months of purchase, after which they expire. Prepaid fees are non-refundable unless performance fails for reasons attributable to the Provider.

12.4. Cancellations. A booked session may be cancelled or rescheduled free of charge up to 24 hours before its scheduled start. Later cancellation or non-attendance means the session is treated as used and may be charged in full.

12.5. Termination for cause. Either party may terminate the agreement with immediate effect in writing if the other party commits a material breach and fails to remedy it within 10 days of written notice, or becomes insolvent or subject to bankruptcy or liquidation proceedings.

12.6. Termination does not affect payment obligations already accrued, nor the provisions on confidentiality, intellectual property, limitation of liability and governing law.

13. Data protection

13.1. The Provider processes personal data in accordance with the Privacy Policy available on the website.

13.2. Where the Provider processes personal data for which the Client is the controller (for example audience lists, customer lists or conversion data held in the advertising account), the parties shall enter into a data processing agreement under Article 28 GDPR. In the absence of such an agreement, the Provider acts only on the Client's documented instructions.

14. Changes to these Terms

The Provider may amend these Terms. Clients receiving ongoing services will be notified in writing (by email) at least 30 days before any change takes effect. A Client that does not accept the change may terminate the agreement with effect from the date the change takes effect. For one-off services, the Terms in force at the time of ordering apply.

15. Governing law and disputes

15.1. These Terms and the agreement between the parties are governed by Swedish law, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.2. The parties shall first attempt to resolve any dispute by negotiation. Failing that, disputes shall be settled exclusively by the Malmö District Court (Malmö tingsrätt) as court of first instance.

15.3. Limitation of claims is governed by the Swedish Limitations Act (preskriptionslagen 1981:130).

16. Miscellaneous

16.1. If any provision of these Terms is held invalid, the remaining provisions continue in force. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.

16.2. The Client may not assign its rights or obligations under the agreement without the Provider's prior written consent.

16.3. The Provider may engage subcontractors and is liable for their performance as for its own.

16.4. Email is the parties' official channel of communication. Notice sent to hello@darlana.co is deemed received on the following working day.

16.5. These Terms exist in Hungarian and English. In the event of any discrepancy, the Hungarian version prevails.