Last updated: 2026-05-28

These Terms of Service (“Terms”) govern your use of Retail Media Manager (“RMM,” “Service,” or “Solution”), provided by Retail Media Networks ApS (“we,” “our,” or “us”). By signing up for or using RMM, you (“Customer” or “you”) agree to be bound by these Terms. If you do not agree, you may not use the Service.

These Terms apply only to RMM. If we offer other software systems in the future, those systems will be governed by their own terms of service.

These Terms become binding either (a) when you accept them electronically as part of online sign-up on our platform, or (b) when you sign an Order Form referencing these Terms. In either case, the date of entry into force is the date of acceptance or signature.

Important: These Terms apply only to your use of RMM as a business customer. They do not govern the terms you set for your own advertisers, buyers, or end-customers in your webshop or other deployment. You are solely responsible for creating and maintaining your own terms of service and policies for your own offering.

1. Definitions

• RMM / Service / Solution: Retail Media Manager — the software platform that Retail Media Networks ApS provides as a service. RMM may include modules for (a) webshop and order management; (b) advertiser portals; and (c) marketplace functionality. The specific modules included in your subscription are set out in your Order Form or signup plan.

• Customer: The subscribing business entity that uses RMM.

• Order Form: The document or signup record that identifies the products, modules and fees applicable to your subscription.

• Customer Content: Any data, text, images, products, campaigns or other material uploaded or provided by you.

• DPA: The Data Processing Agreement, which governs our processing of personal data on your behalf.

• Privacy Policy: Our Privacy Policy, which governs how we handle personal data about you and your representatives.

2. Eligibility and Account Registration

• The Service is intended for business use only. By registering, or by signing on behalf of an organization, you confirm you have authority to bind that organization to these Terms.

• You must provide accurate and complete information when creating an account.

• You are responsible for maintaining the security of your account credentials and for all activity under your account.

3. The Service

• We grant you a limited, non-exclusive, non-transferable right to use the Solution during your active subscription, in accordance with these Terms and the products and modules included in your Order Form or signup plan.

• We make commercially reasonable efforts to keep the Service available 24/7, with a target monthly availability of 99.8%, excluding scheduled maintenance, third-party integrations and force majeure events.

• We may modify, suspend, or discontinue features at any time, subject to the change-of-terms procedure in clause 10.

• You may not (a) misuse the Service or engage in illegal activity, (b) attempt to access systems without authorization, (c) reverse engineer the Solution beyond what is permitted by mandatory law, (d) modify or redistribute the Solution, or (e) allow third parties to use the Service on your behalf except as expressly permitted.

4. Fees and Payment

• Fees are set out in your Order Form or in the plan you select at signup. We support recurring fees (monthly or annual subscriptions) and one-off fees (such as setup, onboarding or project-based work).

• Recurring fees are invoiced in advance for the relevant billing period, or as otherwise set out in your Order or plan. One-off fees are invoiced as set out in the applicable Order.

• Payment terms are fourteen (14) days from the date of invoice, unless otherwise agreed.

• All fees are non-refundable, including for partial months, downgrades, or unused periods, except as required by applicable law.

• Taxes and any additional charges are your responsibility.

• We may suspend or terminate your access for non-payment, after giving you at least fifteen (15) working days’ written notice and an opportunity to pay.

5. Data and Privacy

• Our collection and use of personal data about you and your representatives are governed by our Privacy Policy.

• Where we process personal data on your behalf (such as data about your advertisers, agencies, or end-users that you upload to the Solution), we do so as your data processor under the Data Processing Agreement, which forms an integral part of these Terms and complies with Article 28 GDPR.

• You are the data controller of personal data you process through your use of the Solution and are responsible for complying with applicable data protection laws in relation to your customers, advertisers and end-users.

6. Intellectual Property

• We (and our licensors) retain all rights, title and interest in the Solution, including its modules, software, infrastructure, and any improvements arising from your use. Your subscription grants you only the limited right to use the Service set out in clause 3; no ownership rights are transferred.

• You retain all rights in your Customer Content. You grant us a non-exclusive, royalty-free license to use, host and process Customer Content to the extent necessary to provide the Service.

• The Solution incorporates open-source software (including PrestaShop) and other third-party components. Where required, you agree to comply with the applicable open-source licenses. Your use of the Solution as a service does not subject your own intellectual property or data to any open-source licensing obligations.

7. Reference Rights and Attribution

• You grant us a worldwide, royalty-free, non-exclusive right to (a) use your name, trade name and logo in our marketing and sales materials, including our website, sales decks and public customer listings, and (b) state factually that you are a customer of ours and are using the Service. These rights may be exercised without further approval.

• We may include a “Powered by Retail Media Manager” attribution, with a link to our website, in the footer of your instance of the Solution. Customers wishing to remove or alter this attribution should contact us regarding our then-current commercial terms for white-label deployments.

• Detailed case studies, screenshots, recordings and quotes from your named employees require your prior written consent (which may be given by email).

8. Limitation of Liability

• We provide the Service on an “as available” basis. We warrant that the Solution will in all material respects work in accordance with its published specifications and documentation. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, except as expressly set out in these Terms.

• To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, or consequential damages, lost profits, lost revenue, lost goodwill or loss of data, arising out of or in connection with these Terms.

• Our total aggregate liability under these Terms is limited to the fees you have paid or are liable to pay under these Terms in the twelve (12) months preceding the event giving rise to the claim.

• The above limitations do not apply to: (a) payment obligations, (b) liability that cannot be excluded under mandatory applicable law, (c) personal injury or death caused by negligence, (d) third-party claims of infringement of intellectual property rights, (e) breach of confidentiality obligations, or (f) gross negligence, willful misconduct or fraud.

9. Indemnification

Customer indemnity. You will defend, indemnify and hold us harmless from any third-party claim arising from (a) your Customer Content, (b) your use of the Service in breach of these Terms or applicable law, or (c) the conduct of your advertisers, agencies, or end-users in connection with your use of the Service.

Supplier indemnity. We will defend, indemnify and hold you harmless from any third-party claim that the Service, as provided by us and used by you in accordance with these Terms, infringes a third party’s intellectual property rights. If we determine that the Service is likely to be held to infringe, we may at our option (i) procure the right for you to continue use, (ii) modify the Service to make it non-infringing while preserving substantially equivalent functionality, or (iii) terminate the affected subscription against pro-rata refund of pre-paid fees for the remaining unused term.

The indemnities in this clause are conditional on the indemnified party promptly notifying the indemnifying party of the claim, giving sole conduct of the defence to the indemnifying party (subject to no settlement admitting liability for the indemnified party without consent), and providing reasonable cooperation.

10. Term, Termination and Changes

Term. Your subscription continues until terminated by you or by us in accordance with these Terms.

Termination by you. You may cancel your subscription at any time. Cancellation takes effect at the end of your then-current billing period. Pre-paid fees are non-refundable except where these Terms expressly provide otherwise.

Termination by us. We may terminate or suspend your access on written notice if (a) you materially breach these Terms and do not remedy the breach within thirty (30) working days of notice, (b) you fail to pay fees when due (subject to the notice in clause 4), (c) you become insolvent or subject to bankruptcy or restructuring proceedings, or (d) we permanently discontinue the Service to all customers on at least ninety (90) days’ written notice.

Effect of termination. On termination, your access to the Service is revoked. We retain your data for ninety (90) days to enable export, and then delete it in accordance with the DPA. Sections of these Terms that by their nature should survive termination — including clauses 6, 7, 8, 9, and 11 — survive.

Changes to these Terms. We may update these Terms from time to time. We will give at least thirty (30) days’ written notice of material changes (by email and/or by notice in the Service), and the changes will take effect at the end of that notice period. If you do not agree to a material change, you may terminate your subscription before the change takes effect; pre-paid fees for unused future periods will be refunded pro-rata. Continued use of the Service after a change takes effect constitutes acceptance.

11. Governing Law and Disputes

These Terms are governed by the laws of Denmark, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any disputes will be subject to the exclusive jurisdiction of the ordinary Danish courts, with Københavns Byret (the Copenhagen City Court) as the court of first instance, subject to the competence of Sø- og Handelsretten (the Maritime and Commercial High Court) where applicable.

12. General

• Entire agreement. These Terms, together with your Order Form (if any), the DPA, and the Privacy Policy, constitute the entire agreement between us in relation to the Service and supersede prior negotiations, representations and agreements.

• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, change of control, or sale of substantially all of our assets or business.

• No waiver. Failure or delay to enforce any provision is not a waiver.

• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

• Notices. Notices must be in writing and sent to the email addresses we have on file for each party.