— Master Engagement Agreement

Terms of
Service.

Effective Date: July 2, 2026 Document Ref: TOS-V26.2 Jurisdiction: New York, NY

Executive Brief

These Terms govern the strategic partnership between Dunpol and our clients — designed to protect both parties, ensure absolute clarity of deliverables, and maintain the institutional integrity of our work.

This document is written in plain, professional language. Where a clause is technical, it is deliberately so. Enterprise counsel is invited to review, redline, and countersign through the standard engagement protocol.

1.0 — Clause

Scope of Engagement & Bespoke Services

Master Service Agreements

These Terms are incorporated by reference into every Statement of Work (SOW) executed between the Client and Dunpol. Each SOW defines the deliverables, timelines, and compensation particular to a discrete engagement, and prevails over these Terms only where explicitly stated in writing.

The Pivot Protocol

Material changes to scope, strategy, or campaign architecture are formalized through a written change order or a digital sign-off issued via the designated Client portal. Verbal instructions, informal messages, and unattributed communications are not authoritative and do not modify a live SOW.

Initiation

Engagement commences upon countersignature of the SOW and receipt of the initial retainer. Preparatory work performed in anticipation of an executed SOW is undertaken at the Agency's discretion and confers no obligation on either party.

Section 2.0

Financial Governance & Elite Retainers

Payment Terms

All invoices are issued on Net-15 terms unless a longer cycle, not exceeding Net-30, is expressly negotiated in the SOW. Retainer fees are billed in advance of each engagement period.

Ad-Spend Capital

Media budgets across Meta, Google, programmatic and equivalent platforms are funded by the Client prior to deployment, or billed directly to the Client's corporate credit lines. The Agency does not underwrite third-party media on the Client's behalf.

Late Remediation

Accounts in arrears beyond the stated terms trigger an immediate pause-of-service protocol, including suspension of active campaigns, reporting infrastructure, and creative production, until outstanding balances are reconciled in full. The Agency reserves the right to apply reasonable late-payment interest as permitted by law.

3.0

Proprietary Intelligence &
Intellectual Property

01

Client Intellectual Property

All Client data, trademarks, logos, brand assets, and pre-existing intellectual property remain the sole and exclusive property of the Client. Nothing in these Terms grants the Agency any residual ownership over Client IP.

02

Agency Intellectual Property

The Agency retains full ownership of its proprietary frameworks, custom algorithms, internal dashboards, forecasting models, prompt architectures, and growth methodologies. Such assets are licensed to the Client solely for the duration and purpose of the engagement.

03

The Handover

Final creative assets, campaign architecture, and deliverable outputs transfer to the Client only upon full payment of all outstanding invoices related to the applicable SOW. Prior to such payment, all deliverables remain the property of the Agency.

Ref. 4.0 Material

Performance Disclaimer

§1

The Safe Harbor Clause

The Agency's strategies are grounded in elite-level data, historical performance, and category expertise. Third-party platform algorithms — including but not limited to Google core updates, Meta ad-delivery shifts, and programmatic exchange dynamics — are inherently volatile and outside of the Agency's control.

§2

Nature of the Guarantee

The Agency guarantees the quality, discipline, and rigor of its execution. It does not, and cannot, guarantee specific numerical outcomes, rankings, impressions, conversions, or revenue figures.

5.0 — Clause

Mutual Confidentiality & Non-Disclosure

The Vault

The parties commit to a mutual non-disclosure framework. Neither party will disclose trade secrets, campaign performance metrics, commercial terms, or proprietary business logic to any third party without the express written consent of the other.

Duration

Confidentiality obligations survive termination of the engagement for a period of five (5) years, and indefinitely with respect to information that constitutes a trade secret under applicable law.

Section 6.0

Termination & Offboarding Protocols

Notice Period

Retainer engagements may be terminated for convenience by either party upon a minimum of sixty (60) days' prior written notice, or such other notice period as specified in the applicable SOW. During the notice period, both parties shall continue to perform their obligations in good faith.

The Transition Fee

Where the Client requests migration of substantial historical data, custom audiences, or bespoke asset architectures to a successor team, a reasonable administrative transition fee may be applied, quoted transparently in advance of any work performed.

Termination for Cause

Either party may terminate immediately upon a material breach that remains uncured for fifteen (15) days after written notice, or upon the insolvency of the other party.

7.0

Limitation of Liability &
Indemnification

01

The Cap

Except in cases of gross negligence, willful misconduct, or breach of confidentiality, the Agency's aggregate liability arising from or connected to the engagement shall not exceed the total fees paid by the Client to the Agency during the trailing six (6) months immediately preceding the event giving rise to the claim.

02

Indemnity

The Client shall indemnify and hold the Agency harmless from any third-party claim arising out of Client-approved advertising copy, Client-supplied assets, Client products or services, and any representations made by the Client to end users.

03

Consequential Damages

Neither party shall be liable for indirect, incidental, special, or consequential damages, including lost profits or reputational harm, regardless of the theory of liability.

Ref. 8.0 Material

Governing Law & Dispute Resolution

§1

Jurisdiction

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute not resolved through good-faith negotiation shall be finally settled by confidential arbitration in New York, under the rules of the American Arbitration Association.

Acknowledgment

Countersignature of a Statement of Work constitutes acceptance of these Terms in their entirety.

For redlines, bespoke MSAs, or procurement review, please write directly to our General Counsel.

Contact General Counsel

— Dunpol · Integrity & Precision in Every Engagement —