Terms & Conditions

1.Scope

These Terms and Conditions (T&C) govern the business relationship between Milena Barton ET (provider of the "JoyAds" service) and its clients regarding the use of the JoyAds service. The T&C apply exclusively to business customers (B2B) worldwide, including but not limited to clients in the European Union, the United States, and the German-speaking region (DACH). The JoyAds service is not offered to consumers or private individuals. By subscribing to JoyAds, the Customer confirms that it is a business entity using the service for commercial or professional purposes. Any terms or conditions of the Customer that conflict with or deviate from these T&C shall not apply, unless Milena Barton ET has expressly agreed to them in writing.

2. Provider / Contracting Party

The provider and contracting party for JoyAds is Milena Barton ET, a limited liability company under Bulgarian law with registered office in Sofia, Bulgaria. Contact: (e.g., address of the principal office in Sofia and email contact as listed on the JoyAds website). Milena Barton ET is registered in the commercial register of the Republic of Bulgaria. In these T&C, Milena Barton ET may also be referred to as "JoyAds" or the "Provider.

3. Service Description and Scope

JoyAds offers the Customer a subscription-based service in the field of online advertising. The core services include the creation of digital advertising materials (in particular, ad graphics/images and ad copy text) and the ongoing management and optimization of the Customer’s advertising campaigns on third-party online platforms (e.g., Google Ads, Meta/Facebook Ads,

Microsoft/Bing Ads). The following services are not part of JoyAds’ offering:

No general design services: JoyAds is not a general graphic design agency and will only create the specific advertising creatives needed for the ads. It does not provide comprehensive graphic design work unrelated to the creation of advertisements.

No legal or regulatory advice: JoyAds does not provide legal advice or perform legal review of advertisements or campaigns. In particular, JoyAds does not advise on data protection laws (e.g., GDPR compliance), tracking implementations, or other regulatory/compliance matters related to advertising.

No conversion optimization: JoyAds does not offer consulting or services to optimize the Customer’s own website or landing pages, or other conversion rate improvements, beyond the design of the ads and the management of ad campaign settings.

The Customer maintains and funds their own advertising accounts (e.g., Google Ads, Meta/Facebook Ads, Microsoft/Bing Ads) for running the campaigns, and remains responsible for any advertising spend. JoyAds will be given access to these accounts as necessary to perform its services, but it assumes no liability for the condition or performance of those accounts or for any actions taken by the platform operators (such as account suspensions). The Customer remains the contractual partner of the respective advertising platform and is responsible for complying with the platform’s terms and policies.

JoyAds does not owe any specific commercial success from the advertising measures. In particular, JoyAds does not guarantee any specific performance metrics, campaign results, sales, or revenue outcomes that the Customer might achieve through the use of JoyAds services.

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4. Ticket System and Subscription Plans

JoyAds services are delivered through a ticket-based system as part of the Customer’s subscription plan. The Customer can submit requests (“tickets”) via an online portal or support system provided by JoyAds, with each ticket representing a specific advertising task (for example, creating a new advertisement, adjusting an existing ad text, or optimizing an ongoing campaign).

Depending on the subscribed plan, the Customer may submit tickets at the following rate:
Standard Plan: Up to 1 ticket every 48 hours.
Pro Plan: Up to 2 tickets every 48 hours.‍

Typically, one advertising task corresponds to one ticket. Unused ticket allowances do not carry over to later periods; it is not possible to accumulate unused tickets. JoyAds will endeavor to process and complete each submitted ticket in a timely manner, subject to operational capacity, so that the Customer can utilize new tickets as they become available under the subscription.

If the scope of a requested task exceeds what can reasonably be handled within a single ticket, JoyAds may notify the Customer and suggest splitting the task into multiple tickets. The Customer is not entitled to have multiple distinct services completed under a single ticket.

5. Contract Formation, Term, and Termination

The contract for using JoyAds comes into effect when the Customer places an order for a JoyAds subscription (for example, via the JoyAds website) and Milena Barton ET accepts this order, either by confirmation or by starting to deliver the service. By entering into the contract, the Customer agrees to these T&C.

The subscription has an initial term of 30 days (one billing period). Thereafter, the subscription will automatically renew for successive 30-day periods unless it is terminated by the Customer or Milena Barton ET in accordance with these T&C.

The Customer may cancel the subscription at any time effective at the end of the current 30-day period. To be effective, notice of termination must be given at least 5 calendar days before the end of the current billing period. The cancellation notice must be provided in at least text form (e.g., by email) and directed to the contact addresses specified by Milena Barton ET (e.g., as given on the website or in the contract). If no notice is given by that deadline, the subscription will renew for an additional period of 30 days.

Milena Barton ET may likewise terminate the subscription with 5 days’ notice to the end of the current period. The right to terminate the contract for cause (extraordinary termination) remains unaffected for both parties. Milena Barton ET has cause to terminate without notice in particular if the Customer is in default of payment despite reminder, or if the Customer seriously breaches essential obligations under this contract (including these T&C) or applicable law.

Payments made in advance for a current subscription period are not refundable on termination, provided that JoyAds was ready and able to deliver the service for that period. After giving notice of termination, the Customer will retain access to JoyAds services until the end of the paid period; however, an early voluntary cessation of service use by the Customer does not entitle to a refund.

6. Fees and Payment

JoyAds is provided under a paid subscription model according to the chosen service level (Standard or Pro). The current fees and specific service entitlements for each subscription plan are listed on the JoyAds website or in the offer/order documentation. All prices are net amounts exclusive of any applicable taxes (e.g., VAT), unless otherwise stated.

Payment is handled exclusively via Stripe (online payment provider) and is charged in advance for each 30-day subscription period. The fee for the first billing period is due upon commencement of the contract; subsequent fees will be automatically charged at the start of each new period to the payment method the Customer has provided via Stripe. The Customer authorizes Milena Barton ET and Stripe to collect the applicable subscription fees from the provided payment instrument.

If a due payment cannot be successfully processed (for example, due to invalid payment details or insufficient funds), the Customer will be in default of payment without the need for a separate reminder. In this case, Milena Barton ET is entitled to temporarily suspend the Customer’s access to JoyAds services and to refrain from processing any further tickets until payment is made. If the Customer fails to remedy the payment default within a reasonable grace period after notification, Milena Barton ET may terminate the contract for cause with immediate effect. Any bank charges or chargeback fees incurred due to a payment failure shall be borne by the Customer if the Customer is responsible for the underlying issue.

The Customer may only offset claims against Milena Barton ET with counterclaims that are undisputed or have been finally adjudicated by a court. The Customer is only entitled to exercise a right of retention or refuse performance on the basis of claims arising from the same contractual relationship and that are undisputed or legally established.

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7.Customer Obligations and Cooperation

To enable proper service delivery and ensure compliance with laws, the Customer must adhere to the following obligations when using JoyAds:

• Provide access and information: The Customer shall provide Milena Barton ET in a timely manner with all necessary access, permissions, and information required for creating ad materials and managing campaigns. In particular, the Customer must grant JoyAds the required access to its advertising accounts (e.g., by adding JoyAds as an authorized user or agency on Google Ads, Meta Business Manager, etc.) to the extent needed for the service.
• Maintain ad accounts and budget: The Customer is responsible for ensuring that its advertising accounts are active, in good standing, and sufficiently funded (with valid payment methods and budget) for running ads. Setting up and maintaining the ad accounts (registration, billing info, necessary verifications) is the responsibility of the Customer.
• Compliance with laws and policies: The Customer must ensure that its requested advertising activities and the content of its ads (and the products/services promoted) comply with all applicable laws and regulations, as well as the policies of the advertising platforms used. This includes, for example, competition and advertising laws, third-party intellectual property rights, industry-specific regulations, and platform guidelines (such as Google Ads policies or Meta advertising standards). The Customer shall only request advertising tasks that meet these requirements.
• No unlawful content: The Customer shall not provide or request JoyAds to create any content that is unlawful or infringes the rights of third parties. Prohibited content includes, but is not limited to, defamatory, discriminatory, harmful, or content that violates copyrights, trademarks, or other rights. The Customer guarantees that all materials and information it provides to JoyAds (such as text, images, logos, data) are free of third-party rights or that the Customer has obtained all necessary rights and licenses to use them and to allow JoyAds to use them for the services.
• Review of deliverables: The Customer is responsible for reviewing the content and campaign changes produced by JoyAds before they are published or activated. If the Customer has any concerns about the legality or policy compliance of any advertising content or strategy, the Customer must promptly inform JoyAds and refrain from using or launching such content until the concerns are resolved.
• Duty to inform: The Customer must promptly inform JoyAds of any disruptions, issues, or changes that could affect the provision of services (for example, if an advertising account is suspended, if a government authority or third party raises objections to an advertisement, or if the Customer’s contact person changes).
• Indemnification: The Customer shall indemnify and hold harmless Milena Barton ET (JoyAds) from and against any third-party claims arising from unlawful actions or omissions by the Customer in connection with the services provided by JoyAds. In particular, the Customer will indemnify JoyAds against all claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) resulting from: (a) the Customer’s violation of advertising laws or regulations, (b) infringement of copyrights, trademarks, personal rights or other third-party rights caused by the advertising content or materials provided by the Customer, or (c) the Customer’s failure to comply with the terms of use or policies of the advertising platforms. This indemnification obligation applies except to the extent the underlying claim is caused by an intentional or grossly negligent breach of duty by Milena Barton ET

If the Customer breaches any of the above obligations and, as a result, Milena Barton ET incurs costs or sustains damages, the Customer shall compensate Milena Barton ET for the resulting losses or expenses. Milena Barton ET reserves the right to assert further claims and rights in such cases.

8. Rights to Advertising Materials

All advertising materials (texts, images, graphics, etc.) created by JoyAds for the Customer remain the intellectual property of Milena Barton ET or its licensors until the Customer has paid the applicable fees in full. Upon full payment, the Customer is granted a non-exclusive, perpetual, worldwide license to use the delivered advertising materials for its own advertising purposes.

This license allows the Customer to use, reproduce, and display the materials in the context of promoting its products or services. The Customer is not authorized to sell, transfer, or sublicense the materials to third parties beyond what is necessary for its own advertising campaigns without the prior consent of Milena Barton ET.

Milena Barton ET retains ownership of all copyrights and other intellectual property rights in the materials it creates, to the extent such rights are capable of ownership or transfer. The Customer receives the above-mentioned usage rights to the materials but does not acquire ownership of the underlying creative works themselves.

If JoyAds uses any third-party licensed content (such as stock photographs or fonts) when creating the advertising materials, JoyAds will ensure it has obtained the appropriate license rights for their use in the Customer’s ads. The Customer’s right to use such third-party content is then limited to the scope of JoyAds’ license. The Customer is not permitted to use any such third-party content outside of the intended advertising campaign or beyond what the original license allows.

9. Liability

Limitation of Liability: Milena Barton ET’s liability to the Customer in connection with the JoyAds services – irrespective of the legal ground – is limited as follows:

• For damages resulting from intentional misconduct or gross negligence by Milena Barton ET or its legal representatives or vicarious agents, Milena Barton ET shall be liable without limit according to statutory law.
• For damages resulting from ordinary negligence, Milena Barton ET shall only be liable if a material contractual obligation (a "cardinal duty") has been breached. In that case, liability is limited to the typical and foreseeable damages at the time of contract conclusion. Material contractual obligations are those obligations which are essential to the proper execution of the contract and on which the Customer regularly relies.
• In all other cases of ordinary negligence, Milena Barton ET shall not be liable for any damages.
• To the extent permitted by law, Milena Barton ET shall not be liable for indirect or consequential damages, such as lost profits, lost revenue, business interruptions, loss of data, or damage to goodwill.
• Milena Barton ET is only liable for any guarantees explicitly given by it, and only to the extent of the specific guarantee.
• The foregoing limitations of liability shall equally apply for the benefit of Milena Barton ET’s legal representatives, officers, and agents.

No Performance Guarantee: JoyAds makes no guarantee and assumes no liability for achieving any particular outcome or level of success from advertising campaigns. In particular, no performance, sales, or revenue guarantees are given; the commercial success of any advertising campaign depends on many factors beyond JoyAds’ control.

Excluded Liabilities: Milena Barton ET is expressly not liable for any violations of advertising platform rules or policies (e.g. Google Ads policies, Meta/Facebook advertising policies) resulting from the content or settings of the campaigns, nor for any actions taken by platform operators in response (such as account suspensions or ad disapprovals). Likewise, Milena Barton ET is not liable for any legal consequences arising from the design or content of the advertisements (such as cease-and-desist letters, regulatory fines or penalties) to the extent these result from information or materials provided by the Customer or from decisions made by the Customer. It is the Customer’s responsibility to ensure the legal compliance of its advertising (see Customer Obligations above).

Nothing in these T&C shall limit or exclude Milena Barton ET’s liability for death or personal injury caused by its negligence, or for any other liability that cannot be excluded or limited under applicable law (for example, liability under applicable product liability laws, if relevant). In such cases, the statutory provisions shall apply without limitation.

10. Data Protection

Milena Barton ET is committed to protecting data privacy. In providing the JoyAds services, no personal data of the Customer’s clients or website users is collected or processed by JoyAds; in particular, no tracking or analytics personal data is processed on behalf of the Customer. Thus, Milena Barton ET is not a data processor on behalf of the Customer within the meaning of Article 28 GDPR, and no separate data processing agreement is required for the use of JoyAds.

Any personal data relating to the Customer itself (especially contact details of the Customer’s representative, billing information) will be processed by Milena Barton ET only to the extent necessary to perform the contract and handle billing. Milena Barton ET will comply with the applicable data protection laws, including the EU General Data Protection Regulation (GDPR), in handling such data. Further details on the processing of personal data can be found in the Privacy Policy on the JoyAds website.

11. Final Provisions

Governing Law: This contract is subject to the laws of the Republic of Bulgaria, to the exclusion of its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Jurisdiction: The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be – insofar as legally permissible – Sofia, Bulgaria. However, Milena Barton ET reserves the right to bring claims against the Customer at the Customer’s general place of jurisdiction.

Contract Language: The contract language and the language of these Terms is English. If these T&C are provided in another language, the English version shall prevail in case of any inconsistency or dispute.

Changes to T&C: Milena Barton ET reserves the right to modify or amend these T&C with effect for the future, provided that the changes are reasonable for the Customer when considering the interests of Milena Barton ET. The Customer will be informed of any proposed changes in writing (e.g., by email) in advance of their effective date. If the Customer does not object to the changes in writing within 14 days from receipt of the notice and continues to use the JoyAds service after the changes take effect, the changes shall be deemed accepted. Milena Barton ET will highlight in the notice that the changes will be deemed accepted absent a timely objection. If the Customer objects to the changes within the 14-day period, either party is entitled to terminate the contract at the end of the current subscription period.

No additional agreements; written form: There are no side agreements or oral agreements outside of this contract. Apart from JoyAds’ right to update these T&C as described above, any amendments or additions to this contract or these T&C must be made in writing to be effective. This written form requirement also applies to any waiver of this requirement itself, unless mandatory law provides otherwise. Any individually negotiated agreements with the Customer (if confirmed in writing) shall prevail over these T&C in case of conflict.

Severability: Should any provision of this contract or these T&C be or become invalid, unenforceable, or incomplete, the validity of the remaining provisions shall not be affected. The parties shall agree on a valid and enforceable provision that comes closest to the economic intent of the invalid or unenforceable provision. The same applies to any gaps in the contract.

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