1ads Order Form (Template)

Version: 0.1-draft Effective date: not yet in force (draft)

DRAFT – pending review by a qualified Romanian lawyer before use. Do not use or sign this template until that review is complete.

How to use this template. Fill in every field marked [●] or [ ]. Delete any options that do not apply. Do not change the numbering of the Parts, because the Terms of Service refer to them (for example, Part L in Section 28.2 of the Terms). Each signed Order Form must have a unique number. Take list prices and included quantities from the price list version stated in C.1.1; the amounts written in Part D are the ones that apply (Section 13.1 of the Terms). Where a Pilot is agreed (E.2), attach the estimate as Annex E-1 before the Order Form is sent for signature.

Related documents: terms-of-service.md, access-program-terms.md, service-level-and-support.md, data-processing-agreement.md, acceptable-use-policy.md, privacy-policy.md, subprocessors.md.

Order Form no.: [●] Date: [●]

This Order Form is concluded under, and incorporates, the 1ads Terms of Service (terms-of-service.md, version [●], the "Terms"). Capitalised terms have the meanings given in the Terms, including "Company", "Customer", "Authorized Users", "Customer Data", "Platform", "Order Form", "Third-Party Platforms", "AI Features", "Outputs", "AI Credits", "Credit Cap" and "Pilot".

Part A – Parties

A.1 Company

A.2 Customer

The Customer confirms that it is a professional acting for business purposes and not a consumer (Section 1.3 of the Terms).

Part B – Customer Type and Contacts

B.1 Customer type: [ ] Brand / advertiser [ ] Agency Customer (serving End Clients)

B.2 Contacts

Part C – Subscription

C.1 Price list and plan

C.1.1 Price list (tick one; version: [●], for example "v2.1 of 10 November 2026"):

• USD list. Contract currency USD. Invoices in USD, or in EUR at the NBR exchange rate for the invoice date (Part D).
• RON list. Only for Customers established in Romania (Romanian CUI/CIF) that are contracted and invoiced in RON through RO e-Factura (Parts D and F.6). Contracts covering a group of companies or several countries use the USD list or Enterprise.

The RON list is a separate price list, not a conversion of the USD list. Its prices, included AI Credits and included automation slots may differ from the USD list (Section 13.1 of the Terms).

C.1.2 Plan (tick one; list prices are indicative and exclude VAT)

• The annual price is billed annually in advance. Its discount (about 17%) applies to the plan only, not to add-ons, additional End Clients, AI Credit packs or the market data pack.
• One plan per customer group. The Customer and its Affiliates hold a single plan. Plans are not combined to avoid a higher plan. An Agency Customer (B.1) uses an agency plan; other Customers use Starter, Growth, Pro or Enterprise.

Drafting note (delete before sending). For an agency with 6 to 8 End Clients, Agency Starter plus additional End Clients (C.3) costs less than Agency 15 (USD 589–787 or RON 2,189–2,987 a month), unless the agency needs SSO, full white-label, 25 users or the larger AI Credit allowance. Say so before proposing Agency 15.

C.2 Included quantities (as set out in the plan description of the price list in C.1.1 at the date of this Order Form, unless stated below)

SSO creates user accounts on their first sign-in. Automatic directory synchronisation (SCIM) is not included. Disabling a user in the Customer's identity provider prevents new sign-ins, but sessions already open end only when they expire; to end access at once, the Customer also removes the user in the Platform (Section 5.2 of the Terms). During a Pilot, SSO is set up as stated in E.2.5.

C.3 Add-ons (list prices exclude VAT and are per month unless stated)

• Billing. Add-ons are invoiced for the same billing period as the plan, in advance and on the same invoice, at list price; the annual discount does not apply to them. An add-on started during a billing period is invoiced pro rata on the next invoice. AI Credit packs are invoiced as set out in C.4(e).
• Minimum term. An add-on with a minimum term in this table is ordered for at least that period from its activation date, even if the plan is billed monthly. The minimum term does not apply if the Customer exercises the break-even exit of a Pilot (E.2.9), or terminates under a Section of the Terms that gives it a refund of prepaid Fees (Section 24.6 of the Terms).
• Price review on the RON list. If the NBR USD/RON exchange rate rises more than 3% above 4.7795 (the rate used for the RON list) or an AI Provider raises the prices the Company pays for the models used by the Platform, the Company may change the RON prices of add-ons, AI Credit packs and the market data pack by written notice at least 30 days in advance. The increase may not exceed the percentage by which that exchange rate, or the Company's cost of the item, has risen. The new prices apply to purchases made, and to billing periods of recurring add-ons that start, after the notice period. The Customer may cancel any affected recurring add-on, despite any minimum term and without any fee, with effect from the date the new price would apply. Plan Fees do not change during the Subscription Term (Section 13.10 of the Terms). [TBC: lawyer to confirm.]

C.4 AI Credits and the monthly Credit Cap (Sections 14.2 and 14.7 of the Terms)

(a) Included AI Credits. [●] AI Credits per calendar month (C.2). Unused included AI Credits do not roll over. If the Subscription Term starts after the 1st day of a month, the first month receives an allocation pro rata to the remaining days of that month.

(b) What uses AI Credits. The AI chat and AI actions started on request: deep analysis on request, creative concepts beyond an automation slot's daily allowance, final renders of images and video, and web search and crawling started from the chat. Posts published on X also use AI Credits (5 per post, 60 if the post contains a URL); they are reserved when the post is approved or scheduled. The Platform shows the estimated AI Credits before each request.

(c) What never uses AI Credits. The runs of automation slots within their fair-use limits (Section 14.4 of the Terms and the Documentation), including the creative concepts within each Trend Radar slot's daily allowance (4 a day at the hourly cadence, 2 at 12 hours, 1 at 24 hours); publishing to networks other than X; dashboards; reports; and approvals. The cadence of a slot is never reduced because AI Credits or the Credit Cap run out. Above a slot's fair-use limit, a run performs triage only and is marked "analysis deferred", unless the Customer has set that slot to use AI Credits.

(d) Monthly Credit Cap. The Customer sets a hard monthly limit on additional AI Credit packs (the "Credit Cap"):

(e) How packs are opened and invoiced. When the included AI Credits are used up, the next request opens a pack automatically, but only while the Credit Cap allows it. Packs are used after the included AI Credits, oldest pack first. Packs are invoiced on the next regular invoice, in arrears. On plans billed annually, packs are invoiced quarterly in arrears; a quarter with fewer than 2 packs is carried forward to the next quarter, and any remainder is invoiced at the end of the Subscription Term. For any calendar month, the Company never invoices more packs than the Credit Cap allowed when each pack was opened. If a request costs more than the AI Credits reserved for it, the Company bears the difference.

(f) Changing the Credit Cap. An Authorized User with the Owner or Admin role may raise or lower the Credit Cap in the Platform at any time, after re-authenticating (a TOTP code or a passkey; for SSO users, a new sign-in with multi-factor authentication at the Customer's identity provider). Each change takes effect immediately, is recorded in the audit log and is confirmed by email to the Owners, the Admins and the billing contact (B.2). Raising the Credit Cap is an order only for the packs actually opened, at the price in C.3. Lowering it does not cancel packs already opened. The Customer may also ask for a change by email from the contractual notices contact or the billing contact; the Company applies it within 1 Business Day. [TBC: lawyer to confirm that a change made in the Platform in this way binds the Customer without a signed amendment (Sections 14.7 and 26.5 of the Terms).]

(g) Alerts and what happens at the limits

(h) Pilot. During a paid Pilot, the Credit Cap is 0 unless E.2.3 says otherwise.

Part D – Fees and Currency

D.1 Fees

D.2 Contract currency: [ ] USD (USD list) [ ] RON (RON list) [ ] EUR (by agreement: [●])

D.3 Invoicing currency

• RON list: invoices are issued in RON. Amounts are stated, invoiced and paid in RON, without exchange-rate conversion. [TBC: accountant to confirm.]
• USD list: [ ] USD [ ] EUR. EUR amounts are converted at the NBR exchange rate for the invoice date (Section 13.4 of the Terms), unless agreed otherwise here: [●]. Payment in EUR by SEPA transfer is preferred.

D.4 Taxes. Fees exclude VAT. VAT treatment: [ ] Romanian VAT applies [ ] Reverse charge (EU customer with valid VAT no.) [ ] Outside the scope of Romanian VAT (non-EU customer)

If Romanian VAT is shown on an invoice issued in a foreign currency, it is also stated in RON as required by the Romanian Fiscal Code.

Part E – Subscription Term, Renewal and Pilot

E.1 Subscription Term and renewal

E.2 Pilot

[ ] No Pilot. [ ] Paid Pilot under E.2.1 to E.2.12 (the standard offer during the Access Program). [ ] Free-of-charge Pilot, for testing and evaluation only, from [●] to [●]. Access ends at its end unless the parties sign an Order Form for a paid Subscription Term (access-program-terms.md, Sections 9.2 and 12.2; Section 25.6(i) of the Terms). E.2.1 to E.2.12 do not apply.

A paid Pilot is production use of the Platform. The Terms, the DPA and the other documents in K.1 apply to it in full, including Section 25 of the Terms (data export, deletion and switching) (Section 4.5 of the Terms).

E.2.1 Length and dates. [ ] 90 days (standard) [ ] 60 days. Start date: [●]. Last day: [●]. A 60-day Pilot is available only on Pro, Agency 15 and Agency, and only if the main write connectors listed in E.2.5 are live on the start date.

E.2.2 Pilot fee (fixed).

• Pilot fee: the monthly list price of the plan in C.1.2 × the number of Pilot months (2 or 3), without the annual discount: [●].
• Add-ons in C.3 for the Pilot, at list price: [●].
• No onboarding fee. Onboarding is included up to the plan's onboarding hours ([●] hours, C.2); more only by written agreement, at the services rate (C.3).
• Invoice 1, on the start date: the first Pilot month, [●]. Invoice 2, on day 30: the remaining Pilot months, [●]. Where the day-30 checkpoint applies (E.2.5), invoice 2 is issued only after the Customer has chosen or the 5 Business Days have passed.

E.2.3 AI Credits during the Pilot. [ ] Credit Cap 0 (standard): the Pilot fee is fixed. [ ] Credit Cap of 1 pack per month, at [●] per pack.

E.2.4 Maximum Pilot total. [●], excluding VAT (Pilot fee + add-ons + the number of Pilot months × the pack price, if the Customer opted in under E.2.3). The Company will not invoice more for the Pilot, except for an extension the Customer chooses under E.2.5(b).

E.2.5 Setup and day-30 checkpoint.

• Main write connectors needed for the Pilot: [●] (for example Google Ads, Meta).

• SSO and full White-Label Features are configured after the day-30 checkpoint on a 90-day Pilot, and only after conversion (E.2.10) on a 60-day Pilot.

• If, on day 30, a main write connector is not live because a Third-Party Platform has not approved access, the Company tells the Customer in writing. The Customer then chooses, by written notice within 5 Business Days:

  • (a) to end the Pilot on day 30: only invoice 1 is due, the Subscription Term in E.1 does not start, and E.2.11 applies; or
  • (b) to extend the Pilot by up to 30 days at the monthly list price of the plan, added to invoice 2. All dates in E.2.7 move by the length of the extension.

  If the Customer makes no choice within that period, the Pilot continues on its original dates, without extension and without additional Fees.

E.2.6 Measured value and break-even.

• Measured monthly value = net hours saved per month (E.2.8) × the loaded hourly rate below + the monthly price of the tools actually cancelled (E.2.7).
• Loaded hourly rate (the full cost of one working hour of the Customer's staff, in the contract currency): [●].
• Tools the Customer plans to cancel, with their monthly prices: [●]. A tool counts only if its cancellation is confirmed in writing (for example by the provider's confirmation) by the dates in E.2.7.
• In-scope task types: [ ] manual monitoring checks [ ] reports [ ] posts scheduled [ ] change proposals reviewed or applied [ ] approvals [ ] other: [●]. Reviewing 1ads proposals always counts as a Pilot-only task type (E.2.8, step 5).
• Workload measure: [ ] active campaigns (brands) [ ] active End Clients (agencies).
• Peak periods declared by the Customer: [●] (E.2.8, step 7).
• Break-even: [●] per month, as printed in the estimate in Annex E-1. It is the recurring monthly fee of the configuration with which the Customer would continue (plan, add-ons and the AI Credit packs the estimate expects), at the price of the committed Subscription Term in E.1.
• Not counted towards the measured value: gains in advertising efficiency, avoided incidents and savings on cash-on-delivery refusals, because they cannot be shown reliably in 60 to 90 days. The report shows them for information only.

E.2.7 Timeline (90-day Pilot; 60-day Pilot in brackets; all dates move with an extension under E.2.5(b)):

• Day −14 to day 0: baseline log. Signed by both parties and frozen on day 0.
• Weeks 9–10 (5–6): pilot log.
• Day 76 (46): the Company delivers the measurement report.
• Exit window: 10 Business Days from delivery of the report. When the report is delivered on time, the window closes on or before the last day of the Pilot.
• Late report: the exit window runs from actual delivery. No Fees for the Subscription Term are invoiced before the window closes. If the exit is exercised, no Fees are due for the days of the Subscription Term within the window, and any invoice for them is cancelled in full by a credit note. If the report has not been delivered 20 Business Days after its due date, the Customer may exit under E.2.9 without having to show that the measured value is below the break-even.
• Tools cancelled count if the cancellation is confirmed by the report date. Cancellations confirmed later, up to day 85 (55), are added by an addendum to the report signed by both parties. An addendum never removes an exit notice already given.

E.2.8 Measurement protocol.

1. Task types: those ticked in E.2.6, plus Pilot-only tasks (reviewing 1ads proposals).
2. Baseline (day −14 to day 0): every Authorized User who does the in-scope work hands-on logs each task in a form inside the Platform: task type, minutes and count. The result is the baseline minutes per task, the weekly number of tasks per type and the baseline workload (E.2.6). The Customer's manager and the Company sign it, and it is frozen on day 0.
3. Pilot log (weeks 9–10, or 5–6): the same form, completed by the same people. The result is the pilot minutes per task for each type (the median of the users who logged that type).
4. Task counts for the Pilot come from the Platform's records: reports generated, posts scheduled, proposals reviewed or applied, and approvals. "Monitoring checks replaced" means the weekly number of manual checks in the baseline on the accounts that an active automation slot covers, capped at the baseline number.
5. Net hours per month = the sum, over task types, of (baseline minutes per task − pilot minutes per task) × the number of tasks per month in the Pilot × (baseline workload / Pilot workload) / 60. Pilot-only task types count with 0 baseline minutes, so they reduce the net hours.
6. Cross-check: the pilot minutes per task are compared with the active time that the Platform records on the screens of that task. Where the logged figure is more than 50% above the recorded figure and the parties do not agree, the recorded figure plus 25% is used.
7. Peak weeks: neither log period may include Romanian public holidays, Black Friday week or a peak period declared in E.2.6. If this cannot be avoided, both periods include a comparable peak, or the affected week is replaced by the next normal week.
8. Missing pilot log: an Authorized User who did not complete the pilot log is valued from the Platform's records: that user's number of tasks × (baseline minutes − the median pilot minutes of the other users for the same task type).
9. Report: it contains the time logs, the task counts, the normalisation, the net hours, the tools cancelled, the measured value compared with the break-even, the incident log, one holdout test where volume allows and, for Shopify or WooCommerce stores, a profit report adjusted for cash-on-delivery refusals. Both parties sign it. If it is not signed within 5 Business Days of delivery, the figures computed under these rules from the signed baseline and the Platform's records apply. A Customer that disputes the computation may still give an exit notice within the exit window, stating its reasons; the notice is valid if the figures, once corrected under these rules, are below the break-even.
10. Measurement data: the time logs and the activity records are used only to prepare the report and to resolve any disagreement about it. They are not used to assess individual employees, and the report shows figures per task type, not per person. For this purpose the Company acts as a controller, as described in privacy-policy.md (Sections 3, 4 and 9) and data-retention-schedule.md (A20). The Customer informs the Authorized Users who take part before the baseline starts. [TBC: lawyer to confirm the roles of the parties, including whether they are joint controllers under Article 26 GDPR, and whether Article 5 of Law no. 190/2018 applies to the Customer as employer.]

E.2.9 Break-even exit without penalty. If the measured monthly value in the report is below the break-even in E.2.6, the Customer may cancel the Subscription Term in E.1, without penalty and without further Fees, by written notice to support@1ads.net within the exit window (E.2.7). In that case:

• this Order Form ends on the last day of the Pilot or, if the exit window closes later, on the day the notice is received;
• Pilot Fees already invoiced are not refunded; any invoice for the Subscription Term is cancelled by credit note (E.2.7);
• the exit is not an early termination: the early termination fee in E.1, the penalty in Section 24.6 of the Terms and any minimum term in C.3 do not apply; and
• E.2.11 applies.

The exit window is a deadline: if it closes without an exit notice, the right to exit under this E.2.9 lapses (Part L, row 4).

E.2.10 Conversion into the Subscription Term. If the Customer does not exercise the exit, the Subscription Term in E.1 starts automatically on the day after the last day of the Pilot, for [12 months] (standard), with the billing chosen in E.1. With a late report, E.2.7 applies to the invoicing of its first days. The annual discount applies from the first day of the Subscription Term, without any retroactive credit for the Pilot. This automatic conversion is accepted expressly in Part L, row 7.

E.2.11 Data when a Pilot ends without conversion (break-even exit, end on day 30 under E.2.5(a), or end of a free-of-charge Pilot):

• automations, Actions, publishing and data synchronisation stop when the Pilot ends (with a late report, when the exit notice is received), and OAuth tokens are revoked and deleted;
• the Customer may export its Customer Data during the 30-day Export Window (Section 25.2 of the Terms); the export includes the audit log and the measurement report;
• the Company then deletes the Customer Data from its active systems within 30 days (Section 25.3 of the Terms), and backup copies expire no more than 14 days later;
• changes already applied in Connected Accounts stay in place, because those accounts belong to the Customer or its End Clients; and
• the Company keeps only this Order Form, the signed baseline summary and the measurement report as contract documents (data-retention-schedule.md, A4 and A20), the invoices (A5), and aggregated or de-identified statistics derived from Usage Data that do not identify the Customer, any Authorized User or any data subject (DPA, Section 5.6).

E.2.12 Limits. One Pilot per customer group (the Customer and its Affiliates). Enterprise Pilots are by quote.

Part F – Invoicing and Payment

F.1 Billing frequency: [ ] monthly in advance [ ] quarterly in advance [ ] annually in advance [ ] other: [●]

• Standard: the monthly price is billed monthly in advance; Starter on the monthly price is billed quarterly in advance; the annual price is billed annually in advance.
• USD list, Starter and Growth: payment in EUR by SEPA transfer, or USD billed quarterly or annually in advance (incoming USD transfers carry fixed bank charges).
• Billing months are calendar months. The first period is invoiced pro rata from the subscription start date. [TBC: accountant to confirm.]
• Add-ons: as set out in C.3. AI Credit packs: as set out in C.4(e). Pilot: as set out in E.2.2.

F.2 First invoice: [ ] on signature [ ] on the subscription start date [ ] Pilot: on the Pilot start date (E.2.2) [ ] other: [●]

F.3 Payment term: [15] days from the invoice date (maximum 60 days)

F.4 Payment method: Bank transfer only. Payments must quote the invoice number. The Customer bears its own and any intermediary bank charges (Section 13.3 of the Terms).

F.5 Company bank details (to be completed by the Company):

F.6 Electronic invoicing

• The Customer is established in Romania. Invoices are issued through RO e-Factura to the CUI/CIF stated in Part A.2. The PDF copy is for information only. This is always the case on the RON list.
• The Customer is not established in Romania but is registered for VAT in Romania (code [●]). Invoices are issued through RO e-Factura. The PDF copy is for information only.
• The Customer is not established in Romania and is not registered for VAT in Romania. Invoices are sent electronically to the billing email in Part B.2.
• Purchase order / reference to quote on invoices (optional): [●]

F.7 Late payment (Section 13.6 of the Terms): [ ] Statutory penalty interest under Government Ordinance no. 13/2011 (default) [ ] Fixed contractual penalty interest of [●]% per day of delay, capped at [●]% of the overdue amount

In both cases, the fixed compensation of EUR 40 under Law no. 72/2013 also applies.

Part G – Access Program, Pilot and Beta

• G.1 The Customer joins the Access Program under access-program-terms.md. [ ] Yes [ ] No (General Availability customer)
• G.2 Beta Features enabled for the Customer: [●] (list, or "all Beta Features made available to Program Participants")
• G.3 Auto-Approval Policies: disabled during the Access Program (Section 8.5 of access-program-terms.md); no exceptions.
• G.4 Early-access price lock: [ ] None [ ] Fees in Part D are fixed until [●]
• G.5 Pilot: see Part E.2.

Part H – Data Protection and Feature Settings

• H.1 The Data Processing Agreement (data-processing-agreement.md, version [●]) applies and forms part of this Order Form.
• H.2 Customer role for personal data in Customer Data: [ ] controller [ ] processor on behalf of End Clients (the Company acts as sub-processor)
• H.3 The Customer acknowledges:
  • the sub-processors listed in subprocessors.md (version [●]), including AI Providers located in the United States;
  • the transfer mechanisms described in the DPA; and
  • that an EU-only AI processing option is not currently available (Section 7.10 of the Terms). When it becomes available, it will be offered on the Enterprise plan only.
• H.4 Optional features enabled at start (they can be changed later in the Platform):

Part I – Integrations

• I.1 Third-Party Platforms the Customer intends to connect: [●]
• I.2 Core Integrations (Section 9.4 of the Terms): [●] (if none, write "None")

Part J – Support and Service Levels

• J.1 Support as described in service-level-and-support.md.
• J.2 Shared chat channel / scheduled calls: [ ] No [ ] Yes: [●]
• J.3 Availability commitment with service credits (Section 12.2 of service-level-and-support.md): [ ] No (default during the Access Program) [ ] Yes, from [●]

Part K – Documents Incorporated and Special Terms

K.1 Documents. This Order Form incorporates the following documents, in the versions stated. By signing, the Customer confirms that it has received them and had the opportunity to review them.

Where a paid Pilot is agreed (E.2), Annex E-1 (Pilot estimate and break-even) forms part of this Order Form.

K.2 Special Terms. Special Terms override the Terms only if they expressly identify the Section they modify (Section 3.3 of the Terms).

[If none, write "None".]

Part L – Express Acceptance of Unusual Clauses (Article 1203 of the Romanian Civil Code)

Under Article 1203 of the Romanian Civil Code, standard clauses of the kind listed below take effect only if the other party expressly accepts them in writing.

By signing this Part L separately, the Customer declares that:

• it has read and understood the following clauses of the incorporated documents, in the versions stated in Part K.1, and of this Order Form, whose full text is reproduced in Annex L-1 to this Order Form;
• it has had the opportunity to negotiate them; and
• it expressly accepts each of them.

Customer – express acceptance of the clauses in Part L

Part M – Signatures

By signing below, each party agrees to this Order Form and to the documents incorporated in Part K.1. The person signing for each party confirms that they are authorized to do so.

Type of signature (Section 28.2 of the Terms): [ ] handwritten [ ] qualified electronic signature. No other type of signature may be used for this Order Form, Part L or Annex L-1.

This Order Form may be signed in counterparts and exchanged electronically (Section 29.11 of the Terms).

Annex E-1 – Pilot Estimate and Break-Even

Instructions for preparing the Order Form. Where a paid Pilot is agreed (E.2), attach here the estimate the Company prepared for this Order Form. It states: the configuration with which the Customer would continue (plan, add-ons and the AI Credit packs expected); its recurring monthly Fee at the price of the committed Subscription Term, which is the break-even used in E.2.6; the inputs and assumptions used, with their sources and the model version; and the conservative and expected cases, conservative case first. Use the same assumptions for every option compared.

The estimate is an illustration based on the stated assumptions. It is not a promise or guarantee of results (Section 7.3 of the Terms; legal-notice.md, Section 8.2). Only the break-even figure has contractual effect, for E.2.6 and E.2.9.

Annex L-1 – Text of the Clauses Expressly Accepted in Part L

Instructions for preparing the Order Form. Before the Order Form is sent for signature, reproduce below, word for word, the full text of every clause listed in Part L, taken from the version of each document stated in Part K.1 and from this Order Form. Do not summarise or paraphrase. Keep the row numbers of Part L. Annex L-1 forms part of Part L and is signed together with it, with the same type of signature (handwritten or qualified electronic signature only).