Terms of Service

BrightPulse Activation B.V. (“BrightPulse Activation B.V.,” “we,” “us,” or “our”) provides these Terms of Service to govern the use of our services and any related communications, proposals, bookings, statements of work, order forms, campaigns, and deliverables. By engaging BrightPulse Activation B.V. or using our services, the client or user (“Client,” “you,” or “your”) agrees to be bound by these Terms of Service.

1. Introduction and Acceptance of Terms

These Terms of Service apply to all services offered by BrightPulse Activation B.V., a brand-activation company established in the Netherlands. Our services may include in-store product demonstrations, pop-up brand experiences, event staffing and brand ambassadors, sampling campaigns, retail roadshows, experiential campaign planning, and interactive promotional activations.

By requesting, booking, confirming, or permitting BrightPulse Activation B.V. to perform any service, you acknowledge that you have read, understood, and accepted these Terms of Service. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

If any separate written agreement, proposal, statement of work, or order form expressly conflicts with these Terms of Service, the separate written agreement shall prevail only to the extent of the conflict.

2. Scope of Services

BrightPulse Activation B.V. provides experiential marketing and brand-activation services, which may include, without limitation:

• In-store product demonstrations;
• Pop-up brand experiences;
• Event staffing and brand ambassadors;
• Sampling campaigns;
• Retail roadshows;
• Experiential campaign planning;
• Interactive promotional activations;
• Logistics coordination and on-site coordination related to the foregoing services.

The exact scope, timing, location, deliverables, staffing requirements, creative assets, and reporting obligations will be described in the applicable proposal, quote, statement of work, campaign brief, or order confirmation. Any services not expressly included are excluded unless agreed in writing.

We may use subcontractors, freelancers, venue staff, or other third parties to perform all or part of the services, provided that we remain responsible for the coordination of our contractual obligations, subject to these Terms and any applicable agreement.

3. User Obligations and Responsibilities

You agree to provide accurate, complete, and timely information necessary for us to perform the services, including brand guidelines, product information, safety instructions, legal notices, campaign objectives, venue details, and any required approvals.

You are responsible for ensuring that:

• all products, samples, materials, claims, and promotional content supplied by you are lawful, accurate, compliant, and not misleading;
• you have all necessary rights, permits, licenses, authorizations, and consents for the materials and activities you instruct us to use;
• any products supplied for demonstrations or sampling are safe, fit for purpose, properly labeled, and stored in accordance with applicable requirements;
• the venue, retailer, organizer, or other third party has approved the planned activation or activity where required;
• staffing instructions, dress codes, conduct rules, and on-site health and safety requirements are communicated in advance;
• you cooperate reasonably with us and our representatives, including by providing access, information, and approvals in a timely manner.

You shall not request or require BrightPulse Activation B.V. or any person acting on our behalf to engage in unlawful, unsafe, deceptive, discriminatory, or unethical conduct. We may suspend or refuse performance if we reasonably believe that any activity may violate law, third-party rights, venue rules, safety standards, or our professional obligations.

You remain responsible for any claims, labels, statements, or promotional representations you supply or approve, including claims regarding product performance, ingredients, health benefits, pricing, availability, and promotions.

4. Payment Terms and Conditions

Fees, rates, expenses, and payment milestones will be set out in the relevant proposal, quotation, invoice, or statement of work. Unless otherwise agreed in writing, all prices are exclusive of VAT and any other applicable taxes, duties, levies, or governmental charges.

Unless stated otherwise:

• invoices are payable within 14 days of the invoice date;
• we may require advance payment, deposits, or milestone payments for bookings, staffing, planning, or procurement;
• any expenses approved in advance by you, including travel, accommodation, venue-related costs, printing, shipping, equipment rental, and logistics, will be invoiced separately;
• late payments may result in suspension of services and may accrue statutory or contractual interest and reasonable collection costs;
• you may not set off, withhold, or deduct amounts unless required by mandatory law or expressly agreed in writing.

Where a booking is based on estimated attendance, staffing hours, venue duration, or quantities, BrightPulse Activation B.V. may invoice on the basis of actual time, usage, or costs incurred if those differ from the estimate due to client changes, delays, venue restrictions, or other factors outside our control.

5. Cancellation and Refund Policy

Cancellations or changes must be made in writing and are effective only upon our written confirmation.

Unless a different cancellation regime is set out in the applicable agreement, the following general policy applies:

• Cancellation more than 30 calendar days before the scheduled service date: any non-refundable third-party costs already incurred remain payable; any deposit may be partially or fully non-refundable to the extent stated in the proposal.
• Cancellation between 14 and 30 calendar days before the scheduled service date: up to 50% of the agreed service fee may be payable, plus all non-refundable third-party costs and committed expenses.
• Cancellation less than 14 calendar days before the scheduled service date: up to 100% of the agreed service fee may be payable, plus all non-refundable third-party costs and committed expenses.

If services are postponed rather than canceled, we may charge reasonable rescheduling fees and any additional costs arising from staffing changes, supplier commitments, venue changes, or rebooking.

Refunds, if any, will be limited to amounts expressly refundable under the applicable agreement or required by mandatory law. No refund will be due for services already performed, reserved, or substantially prepared, including planning, staffing allocation, creative development, procurement, and administrative work.

6. Liability Limitations

To the fullest extent permitted by applicable law, BrightPulse Activation B.V. shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profit, loss of revenue, loss of goodwill, loss of data, or business interruption, arising out of or in connection with the services or these Terms.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the services, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total fees actually paid by you to BrightPulse Activation B.V. for the specific services giving rise to the claim during the three-month period immediately preceding the event giving rise to the claim, or such other amount as may be agreed in writing.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation would be unlawful, including liability for fraud, wilful misconduct, or other liability that cannot lawfully be excluded under applicable law.

We are not responsible for delays, non-performance, or deficiencies caused by:

• incorrect or incomplete information provided by you;
• venue restrictions or third-party actions;
• unsafe or defective products or materials supplied by you;
• public behavior, weather conditions, transport disruptions, or crowd management issues;
• events beyond our reasonable control.

You agree to indemnify and hold harmless BrightPulse Activation B.V., its directors, employees, contractors, and agents from claims, losses, liabilities, damages, and expenses arising from your breach of these Terms, your materials, your products, your instructions, or your violation of law or third-party rights.

7. Intellectual Property Rights

Each party retains ownership of its pre-existing intellectual property, trademarks, know-how, and materials. Except as expressly stated otherwise in writing, no transfer of ownership is intended under these Terms.

Subject to full payment of all amounts due, and unless otherwise agreed in a written statement of work, BrightPulse Activation B.V. grants you a non-exclusive, non-transferable, non-sublicensable license to use deliverables specifically created for you solely for the internal and external business purposes for which they were provided.

You grant BrightPulse Activation B.V. a limited license to use your logos, trademarks, brand assets, product images, and campaign materials solely for the purpose of performing the services, preparing proposals, and maintaining internal records, and, where agreed, for portfolio or case-study purposes subject to confidentiality obligations and your prior written approval where required.

Any third-party intellectual property, including music, images, footage, fonts, software, or venue materials, remains subject to the relevant third-party terms and permissions. You are responsible for obtaining any licenses or clearances necessary for materials you provide or require us to use.

8. Data Protection and Privacy

BrightPulse Activation B.V. will process personal data in accordance with applicable data protection laws and our role in the relevant engagement. Depending on the context, we may act as an independent controller or as a processor on your behalf.

Where we process personal data on your instructions, you are responsible for ensuring that you have a lawful basis for the processing, that appropriate notices are provided, and that any required consent, opt-in, or other authorization has been obtained.

We may process personal data relating to client contacts, event personnel, attendees, consumers, and stakeholders for purposes such as:

• booking and campaign administration;
• staff coordination and venue management;
• quality assurance and reporting;
• compliance, fraud prevention, and recordkeeping;
• communication regarding the services;
• handling inquiries or complaints.

We implement appropriate technical and organizational measures designed to protect personal data against unauthorized access, alteration, disclosure, or destruction. Further privacy details may be set out in a separate privacy notice or data processing agreement, which shall apply where relevant.

9. Force Majeure

BrightPulse Activation B.V. shall not be liable for any failure or delay in performance caused by events beyond our reasonable control, including but not limited to acts of God, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, governmental actions, venue closures, transport failures, power outages, severe weather, supplier failure, or telecommunications disruptions.

If a force majeure event occurs, we may suspend performance, reschedule services, modify the scope, or terminate the affected services if the event continues for a reasonable period or makes performance impracticable. Any fees already earned, committed costs, and non-cancelable third-party expenses remain payable, unless otherwise required by law or agreed in writing.

10. Changes to Terms

We may update or modify these Terms of Service from time to time to reflect changes in our services, operational needs, or legal and regulatory requirements. The updated version will apply from the date it is posted or otherwise communicated, unless a later effective date is stated.

If you continue to use or engage our services after the updated Terms become effective, you are deemed to have accepted the revised Terms. For ongoing projects, any material change will not alter agreed commercial terms already confirmed in a signed statement of work unless both parties agree in writing.

11. Applicable Law and Jurisdiction

These Terms of Service, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflict-of-law rules.

Any dispute arising out of or relating to these Terms or the services shall be submitted to the competent court in Amsterdam, the Netherlands, unless mandatory law provides otherwise or the parties agree in writing to alternative dispute resolution.

12. Contact Information

If you have questions about these Terms or our services, you may contact BrightPulse Activation B.V. using the details below:

• Company: BrightPulse Activation B.V.
• Address: Keizersgracht 321, 1016 EJ Amsterdam, Netherlands
• Email: [email protected]
• Phone: +31 20 794 6285

13. Severability Clause

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court or competent authority, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

If any invalid or unenforceable provision can be lawfully modified to make it valid and enforceable, it shall be deemed modified to the minimum extent necessary to achieve that result while preserving the original intent as closely as possible.

By engaging BrightPulse Activation B.V., you confirm that you have read, understood, and agreed to these Terms of Service.