This Creative Services Agreement is entered into by and between the Plenty entity set out in the Order Form (“Plenty”) and the organisation agreeing to the terms of this Agreement (“Customer”), hereinafter referred to individually as a “Party” or jointly as the “Parties”. This Agreement shall be effective as of the Effective Date of the first Order Form referencing or incorporating this Agreement, between Plenty and Customer.
In addition to the terms defined in the Order Form, the following terms have the meanings set out below.
“Affiliate” means a legal entity that controls, is controlled by, or is under common control with a Party, where “control” is defined as owning more than 50% of the voting shares of such entity.
“Agreement” means this Creative Services Agreement together with any Order Form and any exhibit.
“Brief Questionnaire” means the standardised form provided by Plenty from time to time, to be completed by Customer specifying its request for creative assets to be produced in a given week. The date of receipt of a Brief Questionnaire shall be considered the date it is sent by Customer to Plenty completed to Plenty’s reasonable satisfaction.
“Customer Content” means any content, data, images, text, queries, prompts, materials and other information uploaded, transmitted or otherwise submitted by Customer to Plenty in connection with the Services.
“Deliverables” means the creative asset variations generated by Plenty pursuant to the Services using Customer content, excluding the underlying AI models, Plenty’s proprietary technology and any input provided by Plenty based on the Brief Questionnaire.
“Services” means the creative asset production and delivery services provided by Plenty as described in this Agreement.
“Term” means the Initial Period together with any Renewal Periods, as applicable.
Subject to the terms and conditions of this Agreement and payment of all applicable Service Fees, Plenty shall perform the Services as described in the Order Form, including receiving Brief Questionnaires from Customer and delivering Deliverables on the cadence and in the formats specified therein.
Plenty’s obligations are limited to delivering Deliverables corresponding to the scope set out in the Order Form. Plenty has no obligation to revise, modify or otherwise alter Deliverables following delivery. No feedback or revision rounds are included in the Services unless specified in the Order Form or expressly agreed in writing by both Parties. If Customer submits Brief Questionnaires on behalf of Clients, Plenty solely is responsible toward Customer for any obligations herein, including for delivery of Deliverables.
Plenty may use any third-party tools, platforms, AI models or subcontractors in performing the Services without Customer’s prior consent.
Generative AI; No warranties on the Services or Deliverables. The Services are powered by and the Deliverables are created using generative artificial intelligence technology. Customer acknowledges and agrees that: (a) Deliverables are generated algorithmically and may not be unique, error-free, accurate or suitable for any particular purpose; (b) the same or substantially similar Deliverables may be generated for other customers (without the use of any Customer Content); and (c) all use of Deliverables is at Customer’s sole risk. Plenty makes no warranty, express or implied, as to the usefulness, accuracy, completeness, fitness for purpose, legal compliance or non-infringement of any Deliverable.
Customer obligations. Customer shall deliver Brief Questionnaires to Plenty on a weekly basis, in accordance with the Order Form and in the form prescribed by Plenty from time to time. Each Brief Questionnaire shall be completed to Plenty’s reasonable satisfaction, failing which, Plenty shall not be obligated to perform the Services until Customer delivers a completed Brief Questionnaire to Plenty.
Customer warranties and Customer Content. Customer represents and warrants that: (a) it owns or has all necessary rights to submit all Customer Content and to grant Plenty the rights to use the Customer Content in accordance with this Agreement; (b) Plenty's use of the Customer Content as permitted herein shall not infringe any third-party intellectual property rights or violate applicable laws; and (c) the Customer Content does not include any personal health information or other information that would subject Plenty to additional legal or regulatory obligations.
Ownership of Deliverables. Subject to Customer’s compliance with this Agreement and full payment of all amounts due, as between the Parties: (a) Customer shall own all Deliverables, to the extent any intellectual property rights subsist therein; and (b) Plenty retains all rights in and to the Services, underlying AI models, templates, prompt engineering, pre-set styles, workflows and other technology used in generating Deliverables.
License to Customer Content. By submitting Customer Content and using the Services, Customer grants to Plenty a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, irrevocable, worldwide right and license to reproduce, modify, publicly perform, create derivative works of, and otherwise use any Customer Content through any medium or technology, whether alone or in combination with other content: (a) to provide the Services; (b) to improve, develop and maintain the Services; (c) to develop new products and services; and (d) to train, fine-tune or otherwise improve machine learning and artificial intelligence models and systems, including for the benefit of other customers and third parties.
Customer shall not use the Services or Deliverables:
in connection with any material or context that is defamatory, illegal, inciteful of illegal acts, racist, derogatory or discriminatory against any person or group;
in connection with political content, including the promotion or endorsement of any political party, candidate or elected official;
in any way that violates applicable law or the intellectual property or other rights of any third party;
to attempt to reverse engineer, extract or derive the underlying AI models, templates, prompt structures or other proprietary technology used to generate Deliverables;
to perform text and data mining on any Deliverables; or
in connection with any pornographic or adult content.
Customer is solely responsible for ensuring that all Deliverables comply with applicable advertising standards, community guidelines, and the regulations of any third-party platform before publication. Plenty does not guarantee that any Deliverable will be approved by any third-party advertising platform.
In consideration for the Services, Customer shall pay Plenty the Service Fee as set out in the Order Form during the Term. The Service Fee will be invoiced by Plenty in advance at the payment interval set out in the Order Form and shall be payable by Customer against invoice within the payment term set out in the Order Form, calculated from the date the invoice was issued. Should the Customer submit Brief Questionnaires on behalf of Clients, then the fee for any Client added after the start of a monthly billing period shall be calculated on a pro-rata basis for the remaining full weeks of that month. This additional amount will be calculated retroactively and included on the invoice for the subsequent billing period or, in the event of termination, will be billed separately.
Should Customer be in delay with any payment under this Agreement, Plenty is entitled to default interest on any overdue amount at an annual rate of eight percentage points (8%) above the main refinancing operations rate of the European Central Bank. If payment is delayed more than fifteen (15) days after written reminder from Plenty, Plenty is further entitled, in its sole discretion, to suspend the Services and/or delivery of Deliverables until payment is duly made.
Purchase Orders. If Customer requires the use of a purchase order, Customer is responsible for providing the applicable purchase order at the time of purchase. Any terms and conditions included in any purchase order, vendor portal or similar Customer-specific invoicing process are void and will not apply between the Parties, regardless of any failure by Plenty to object to such terms, provisions, or conditions.
All fees and other amounts stated or referred to in this Agreement are exclusive of all taxes, duties, levies, tariffs and other governmental charges, including without limitation any such taxes that are required to be withheld, but excluding any taxes based on Plenty’s net income (collectively, “Taxes”). Customer will be responsible for payment of all applicable Taxes and any related interest and/or penalties resulting from any payments made hereunder. Any applicable Taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the Customer address provided by Customer. Any applicable Taxes will be invoiced to and paid by Customer in addition to the Service Fee, unless Customer provides Plenty with a valid tax exemption certificate or other acceptable proof evidencing exemption from or reduction of liability to Taxes authorised by the appropriate taxing authority.
This Agreement shall, in accordance with what is set out in the Order Form, enter into force on the Effective Date and remain in force for the Initial Period as set out in the Order Form. Unless otherwise set forth in the Order Form, if neither Party terminates this Agreement with two (2) weeks’ written notice prior to the end of the Initial Period, this Agreement shall be automatically prolonged for consecutive Renewal Period(s) until terminated by written notice by either Party providing at least one (1) months’ "Notice Period" prior to the end of a Renewal Period.
Either Party may terminate this Agreement with immediate effect by written notice to the other Party if:
the other Party has committed a material breach of any term of this Agreement and has failed to remedy such breach within ten (10) days of written notice thereof; or
bankruptcy, insolvency or composition proceedings are instituted against the other Party, if there is otherwise reason to assume that the other Party has or may become insolvent or if the other Party is subject to trade prohibition
After the date of expiry or termination of this Agreement, Customer is no longer entitled to benefit from the Services or submit further Brief Questionnaires. Customer’s right to continue using Deliverables already delivered and fully paid for prior to the effective date of expiry or termination, including as set out in 3.3(a), shall survive termination, subject to the ongoing terms of this Agreement.
Neither Party is granted any right or interest in or to the trademarks, brands or trade names of the other Party, and neither Party may use the other Party’s trademarks, brands or trade names without prior written consent of the other Party, except as expressly provided in Section 12.2 or the Order Form.
Customer acknowledges that it does not acquire any rights of ownership in or to the Services, the underlying AI models, Plenty’s proprietary technology, or any content made available by Plenty. These are the sole property of Plenty or its licensors.
Plenty does not acquire any rights of ownership in or to Customer Content. Ownership of Deliverables is as set out in Section 3.3.
Each Party represents and warrants that it has full power and authority to enter into this Agreement and that upon execution and delivery hereof, this Agreement will constitute valid and binding obligations of that Party.
Plenty represents and warrants that it controls and will maintain all rights, authorisations and permissions required to provide the Services as described in this Agreement and to grant the rights and licenses herein and to fully perform its obligations hereunder.
Customer Indemnification. Customer will indemnify Plenty from any damage, liability or expense (including reasonable attorneys’ fees) arising or resulting from any third-party claim based on: (a) Customer’s use of Deliverables in breach of this Agreement; (b) Customer’s Customer Content infringing any third-party intellectual property rights; (c) Customer’s breach of the warranties in Section 9; or (d) any claim that a Deliverable does not comply with applicable law or third-party platform policies.
Plenty Indemnification. Plenty will indemnify the Customer from any damage, liability or expense (including reasonable attorney’s fees) arising or resulting from any third-party claim based on Plenty’s breach of the warranties in Section 9. Given the generative AI nature of the Services, Plenty provides no indemnification with respect to any intellectual property claims arising from or relating to the Deliverables. All such risk is assumed by Customer in accordance with Sections 2.4 and 4.2.
Procedure. The indemnification obligations in this Agreement apply only if the indemnified Party: (a) notifies the indemnifying Party in writing of any claim promptly upon learning of it; (b) provides the indemnifying Party the option to assume sole control over the handling, settlement or defence of the claim; (c) refrains from making admissions about the claim without the indemnifying Party’s prior written consent; and (d) takes reasonable measures to mitigate any damages. If the indemnifying Party assumes control of the defence, the indemnified Party shall provide reasonable assistance at the indemnifying Party’s expense and shall have the right to participate through its own counsel at its own expense. The indemnifying Party will not be liable for legal fees incurred prior to the indemnified Party giving notice of the claim.
To the extent permitted by applicable law, and except with respect to death or personal injury caused by negligence, or damage occasioned by fraud, wilful misconduct, deliberate default, or gross negligence of a Party, neither Party shall be liable to the other for: (a) any special, indirect, incidental, consequential or exemplary damage, including but not limited to lost profits, business interruption or loss of data; or (b) any amount exceeding the total Service Fees paid by Customer under the relevant Order Form in the twelve (12) months immediately preceding the event giving rise to the claim.
Customer acknowledges that the limitations of liability in Section 11.1 reflect the allocation of risk appropriate to an engagement (if applicable, proof of concept engagement) at the stated fee level, and that Plenty would not have entered into this Agreement without these limitations.
Order of Preference. In the event of a conflict between this Creative Services Agreement and an Order Form, the Order Form shall prevail.
Confidentiality. Each Party undertakes, during the Term and for a period of five (5) years thereafter, to keep all Confidential Information strictly confidential and not to disclose any Confidential Information to any third party, except to affiliates, officers, employees and contractors who need access to perform obligations under this Agreement and who are bound by confidentiality restrictions at least as restrictive as those in this Section before any such disclosure. “Confidential Information” means the terms and conditions (but not the existence) of this Agreement, and any and all information of whatever nature that may be considered a business or trade secret of any of the Parties relating to a Party, its business, technology, partners, affiliates, customers and/or suppliers or any other information, irrespective of whether such information has been marked confidential or not or whether the information was disclosed orally or in writing, in electronic or in any other form or in any other way, obtained from the other Party in connection with this Agreement. The confidentiality obligation does not apply to information that: (i) is in the public domain through no fault of the receiver; (ii) was known to the receiver without restriction before receipt from the discloser as evidenced by written documentation; (iii) is independently developed by the receiver without reference to the Confidential Information, as evidenced by written documentation; (iv) is lawfully received from a third party without a duty of confidentiality; or (v) is required to be disclosed under applicable law or court order or required by competent authority or tribunal, in which case the disclosing Party shall consult with the other Party prior to disclosure. Further, Plenty may promote the fact that Customer is a customer of Plenty and use Customer’s company/brand name and logo for marketing and promotional purposes.
Disclaimers. Except as expressly stated in this Agreement, Plenty makes no warranties of any kind, express or implied, including but not limited to: (a) implied warranties of merchantability or fitness for a particular purpose; (b) warranties as to the quality, accuracy or performance of the Services or Deliverables, materials, information, goods, services, technology and/or other content provided under or in connection with this Agreement, including but not limited to any limitations on user access to or use of content; or (c) warranties as to the continued availability, accuracy or performance of any third-party AI model or tool used in providing the Services. Plenty may change or deprecate supported AI models at any time without liability. Some jurisdictions do not allow exclusion of implied warranties, so the above may not apply in full.
Gen AI Disclaimer. PLENTY’S SERVICES AND ITS CREATION OF DELIVERABLES IS POWERED BY GENERATIVE ARTIFICIAL INTELLIGENCE (AI) TECHNOLOGY. GENERATIVE AI FEATURES UTILISE PROBABILISTIC ALGORITHMS THAT MAY PRODUCE INCONSISTENT, INACCURATE OR UNSTABLE RESULTS. CUSTOMER ACKNOWLEDGES THAT DELIVERABLES GENERATED BY THE SERVICES MAY NOT BE UNIQUE AND THAT THE SAME OR SIMILAR DELIVERABLES MAY BE GENERATED FOR OTHER CUSTOMERS. PLENTY DOES NOT WARRANT THAT AI-GENERATED DELIVERABLES ARE ERROR-FREE OR SUITABLE FOR CUSTOMER’S SPECIFIC LEGAL, COMMERCIAL OR OPERATIONAL NEEDS. FURTHER, PLENTY DOES NOT WARRANT, AND SHALL HAVE NO RESPONSIBILITY FOR, THE USEFULNESS, ACCURACY, LEGAL COMPLIANCE, COMPLIANCE WITH THIRD-PARTY PLATFORM POLICIES, OR NON-INFRINGEMENT OF ANY DELIVERABLE. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF THE DELIVERABLES.
Assignment. Neither Party may wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without the other Party’s prior written consent. Notwithstanding the above, Plenty may transfer this Agreement in connection with a merger, internal restructuring, or sale of all or substantially all of its assets.
Survival. The provisions of this Agreement that by their nature should survive termination of this Agreement including the section on ownership of the Services, Confidentiality, dispute resolution and choice of law, limitations of liability and indemnification, will survive.
No Waiver. The failure of either Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered as a waiver of any right thereunder, nor shall it deprive that Party of the right to insist upon strict adherence to that term or any other term of this Agreement.
Severability. If any provision of this Agreement is deemed invalid, unlawful, void or unenforceable, that provision will be severed from this Agreement and shall not affect the validity or enforceability of the remainder. The Parties shall replace such provision with one or more valid and enforceable provisions that as closely as possible approximate the original intention of the Parties.
Complete Agreement and Amendments. This Agreement reflects the Parties’ complete agreement regarding the subject matter hereof and cannot be altered or waived except by a writing signed by both Parties.
Compliance and Business Ethics.
Export Controls and Sanctions. The Parties agree to comply with any and all trade, economic or financial sanctions and export control laws, regulations or similar restrictive measures of any country with jurisdiction over such Party’s activities (“Sanctions”). Each Party warrants that neither it nor its affiliates, nor their respective directors and officers, is a person or entity on any list related to sanction laws or regulations issued or made public by the UN, EU, or U.S. (a “Sanctioned Party”), nor directly or indirectly owned 50% or more or otherwise controlled by a Sanctioned Party. In performing its obligations and exercising its rights under the Agreement, each Party warrants that it will not, directly or indirectly, engage in any unauthorised business or dealings with any Sanctioned Party or otherwise engage in any activities prohibited by Sanctions. Customer acknowledges that software related to or made available by the services offered hereunder may be subject to export controls and, except as required and authorized by law, agrees and warrants that it will not itself, nor will it allow or provide for any person or entity to in any way access, use, export, re-export or transfer the software related to or made available by the services offered hereunder in/to a Sanctioned Party, any comprehensively sanctioned or embargoed country or region, or otherwise in violation of Sanctions.
Anti-Bribery and Corruption. The Parties shall comply with applicable laws and regulations relating to anti-bribery and corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement.
Applicable Law and Dispute Resolution. This Agreement and any dispute, controversy or claim, including non-contractual disputes or claims, arising out of or in connection with it or its subject matter or formation, or the breach, termination or validity thereof (each a “Dispute”) shall be governed by and construed in accordance with the laws of Sweden, without regard to its principles of conflicts of law. Any Dispute shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitral proceedings shall be English. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.