Terms and conditions · The Retail Media Hub

Version: September 2026. In case of any discrepancy between the Dutch and English text of these terms, the Dutch text prevails.

Article 1. Definitions

Provider: The Retail Media Hub B.V., with its registered office at Molenpad 5-7, 1016 GL Amsterdam, the Netherlands.
Client: any business party that enters into an Agreement with the Provider, including retailers, advertisers, media agencies and partners.
Agreement: every agreement between the Provider and the Client for the provision of Services, including proposals, order confirmations, campaign bookings and statements of work accepted by the Client.
Services: all services the Provider performs, including setting up and operating retail media for retailers (technology, sales, campaign operations, creation, data and insights, in-store media) and planning, selling and executing Campaigns for advertisers and agencies.
Campaign: an advertising campaign booked by or for an advertiser to run on Inventory in the Provider's network.
Inventory: the advertising space, screens and channels of retailers in the Provider's network that the Provider is entitled to sell.
Materials: everything the Client supplies for the performance of the Services, such as creatives, texts, logos, product data, audience data and access to systems.
Partners: third parties the Provider engages in performing the Services, such as ad serving, data collaboration, measurement and activation suppliers.

Article 2. Applicability

These terms apply to every offer, proposal, booking and Agreement of the Provider and to all Services performed. The Provider only contracts with business parties.
Deviations from these terms are only valid if agreed in writing. Where the Agreement and these terms conflict, the Agreement prevails.
The Client's own general or purchasing terms do not apply, even if they were referred to earlier.
If a provision of these terms proves invalid, the remaining provisions remain in force and the parties will replace the invalid provision with one that comes as close as possible to its intent.

Article 3. Offers and conclusion of the Agreement

Offers and proposals are valid for 30 days unless stated otherwise. Estimates of reach, impressions, revenue or results in an offer are indications based on the information available at the time; they are not guarantees unless expressly described as such in writing.
An Agreement is concluded when the Client accepts an offer in writing (including by e-mail), when the Provider confirms a booking in writing, or when the Provider starts performing at the Client's request.
Campaign bookings are confirmed in a booking confirmation stating at least the retailer(s), channels, run period, budget or rates and the delivery deadline for Materials.

Article 4. Performance of the Services

The Provider performs the Services to the best of its ability, in line with professional standards. Unless expressly agreed otherwise, the Provider's obligations are best-efforts obligations, not obligations to achieve a result.
The Provider determines how the Services are carried out within the agreed scope and may engage Partners for parts of the work. The Provider remains the Client's point of contact.
Dates and lead times are indicative unless a date is expressly agreed in writing as a firm deadline. If a Campaign start is delayed because Materials arrive late or do not meet the requirements, the run period may be shifted or shortened without reduction of the agreed fee.
Figures from the Provider's ad serving, measurement and reporting systems are decisive for delivery, reach and billing, unless the Client demonstrates a material error. Discrepancies with the Client's own measurements of more than 10% are discussed by the parties in good faith.

Article 5. Obligations of the Client

The Client provides all information, Materials, approvals and access the Provider reasonably needs, in time and in the requested format, and warrants that they are accurate and complete.
The Client warrants that its Materials are lawful, do not infringe rights of third parties, comply with applicable advertising rules (including the Dutch Advertising Code) and with the policies of the retailers and platforms on which they run. The Provider may refuse or take down Materials that do not meet these requirements without becoming liable for it.
A retailer Client makes the agreed Inventory available, provides the cooperation and system access needed for integration and operation, and ensures it is entitled to have its shopper data processed for the agreed purposes.
An agency that books on behalf of an advertiser warrants that it is authorised to do so and is jointly and severally liable with the advertiser for payment, unless agreed otherwise in writing.
The Client indemnifies the Provider against third-party claims arising from Materials or instructions supplied by the Client.

Article 6. Fees and payment

Fees are set out in the Agreement and may consist of fixed fees, rates, media costs, a share of retail media revenue, or a combination. All amounts are exclusive of VAT and other government levies.
Invoices are payable within 30 days of the invoice date, without set-off or suspension, unless a different term is stated in the Agreement or on the invoice. Revenue shares are settled on the basis of the reports from the Provider's systems, at the frequency agreed.
The Provider may require prepayment, a credit check or security for Campaign bookings, and may suspend a Campaign or other Services while an invoice remains unpaid after its due date.
If the Client does not pay on time, it is in default without notice and owes statutory commercial interest from the due date, as well as extrajudicial collection costs calculated in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs, with a minimum of €250.
The Provider may adjust its rates annually as of 1 January in line with the Dutch consumer price index (CBS), and will inform the Client in advance.
In the event of the Client's liquidation, bankruptcy, suspension of payments or attachment of its assets, all claims of the Provider become immediately due and payable.

Article 7. Campaign changes and cancellation

Requests to change a confirmed Campaign are made in writing. The Provider will indicate whether the change is possible and what consequences it has for schedule and fees.
A confirmed Campaign may be cancelled in writing. Cancellation is free of charge up to 14 days before the start date. For cancellation between 14 and 7 days before the start date, 50% of the booked amount is due; for cancellation less than 7 days before the start date or after the start, 100% is due. Costs already incurred for production or Partners are always due in full.
If Inventory becomes unavailable for reasons outside the Provider's control (for example a retailer's system outage or a store closure), the Provider will offer comparable Inventory or a later run period. If this is not possible, the undelivered part of the Campaign is credited. Further compensation is not owed.

Article 8. Term and termination

An Agreement is entered into for the term stated in it. An Agreement for an indefinite period may be terminated by either party in writing with a notice period of three months, unless agreed otherwise.
Either party may terminate the Agreement with immediate effect if the other party materially breaches it and fails to remedy the breach within 14 days of a written notice, or if the other party is declared bankrupt, applies for suspension of payments or ceases its business.
Upon termination, Campaigns already running are completed or wound down in consultation, fees for Services performed remain due, and each party returns or deletes the other party's confidential information on request. Provisions that by their nature are intended to survive (including confidentiality, intellectual property, liability and governing law) remain in force.

Article 9. Intellectual property

All intellectual property rights in the Provider's technology, methods, ad formats, templates, tooling, documentation and reports remain with the Provider or its licensors. The Client receives a non-exclusive, non-transferable right to use deliverables for the agreed purpose for the duration of the Agreement.
All rights in the Client's brands, Materials and data remain with the Client. The Client grants the Provider the right to use them to the extent necessary to perform the Services.
The Provider may refer to the Client by name and logo as a reference, for example on its website, unless the Client objects in writing. Case studies with more detail are only published with the Client's prior approval.

Article 10. Data protection

The parties comply with the General Data Protection Regulation and other applicable privacy legislation.
Where the Provider processes personal data on behalf of the Client, in particular shopper data of a retailer, the Provider acts as processor and the parties conclude a data processing agreement. The Client is responsible for having a valid legal basis and for informing the data subjects.
The Provider does not build its own profiles of individual shoppers and does not sell shopper data. Data collaboration between a retailer and an advertiser takes place through privacy-safe methods in which neither party gains access to the other's individual-level data.
The Provider may use aggregated and anonymised data about the performance of Campaigns and Inventory to improve and benchmark its Services.

Article 11. Confidentiality

Each party keeps confidential all information of the other party that is marked confidential or that it should reasonably understand to be confidential, including rates, revenue figures, shopper data and technical information. This obligation continues for three years after the end of the Agreement.
The obligation does not apply to information that is or becomes public without breach, was already lawfully known to the receiving party, is received from a third party entitled to disclose it, or must be disclosed by law or court order.
Each party may share confidential information with its employees, advisors and, in the Provider's case, Partners, insofar as necessary for the Agreement and under an equivalent duty of confidentiality.

Article 12. Liability

The Provider is only liable for direct damage that is the result of an attributable failure in the performance of the Agreement. Direct damage means the reasonable costs of establishing the cause and extent of the damage, of having the Provider's defective performance conform to the Agreement, and of preventing or limiting damage.
The Provider's total liability per event or series of related events is limited to the fees (excluding media costs passed through and excluding the retailer's share of revenue) paid by the Client for the Services in the twelve months preceding the event, up to a maximum of €50,000, or to the amount paid out under the Provider's liability insurance, if higher.
The Provider is not liable for indirect or consequential damage, including lost revenue, lost profit, lost savings, loss of data, reputational damage and business interruption.
The Provider is not liable for damage resulting from Materials, data or instructions supplied by the Client, from outages or changes of third-party platforms, retailer systems or Partners outside the Provider's control, or from results that fall short of estimates.
These limitations do not apply in the event of intent or deliberate recklessness on the part of the Provider's management.
Every claim for damages against the Provider lapses twelve months after the Client became aware, or could reasonably have become aware, of the damage.

Article 13. Force majeure

Neither party is obliged to perform an obligation if prevented by circumstances beyond its control, including failures of internet, networks, energy supply, third-party platforms or Partners, cyber attacks, government measures, strikes and pandemics.
In the event of force majeure the obligations are suspended. If the situation lasts longer than 30 days, either party may terminate the Agreement in writing for the part not yet performed, without owing compensation. Services already performed are paid for.

Article 14. Non-solicitation

During the Agreement and for twelve months afterwards, neither party will employ or engage employees of the other party who were involved in performing the Agreement without the other party's written consent.

Article 15. Other provisions

Rights and obligations under the Agreement may only be transferred with the other party's written consent. The Provider may engage Partners without such consent.
The Provider may amend these terms. Material changes are announced to the Client at least 30 days before they take effect. The current version is always available at retailmediahub.com.
The Client is not permitted to suspend its obligations or set off claims against the Provider, save as far as mandatory law provides otherwise.

Article 16. Governing law and disputes

Dutch law applies exclusively to every Agreement and to these terms. The Vienna Sales Convention does not apply.
Disputes are submitted to the competent court in Amsterdam, unless mandatory law provides otherwise. The parties will first make a serious attempt to resolve a dispute in consultation.

These terms take effect on 1 January 2026 and replace all earlier versions.