Payments, Refunds & Adjustments

This document has three parts. Part A applies to every Customer. Part B applies to Advertisers. Part C applies to Publishers.

Part A — All Customers

1. Scope and order of precedence

1.1 This document sets out how money moves between you and us under the Admeking Services: payments, Statistics, refunds, credits, holds, Reserves, set-off and payouts. It forms part of the Advertiser Terms and of the Publisher & Supply Terms ("Publisher Terms", PUB-TERMS).

1.2 If documents conflict, they apply in this order: mandatory law; an Order Form individually agreed with you, for the matters it covers; your role terms (the Advertiser Terms or the Publisher Terms); this document.

1.3 The Services are offered only to businesses acting in their trade, business or profession. If you are nevertheless a consumer, this document does not exclude any right that mandatory consumer law gives you.

1.4 A limitation of liability in the role terms does not limit payment obligations under this document, including the refund of refundable Account Balance and the payment of Earnings.

2. Definitions

In addition to the terms defined in DEFS:

2.1 Billing Day: a calendar day in the timezone in clause 5.1.

2.2 Final Statistics: Statistics that have become final under clause 5.3.

2.3 Payment Request: the payment instructions the cabinet or our payment page generates for a top-up, including the amount, the asset or currency, the network where relevant and the receiving details.

2.4 Payout Statement: the statement described in clause 23.

2.5 Compliance Hold: a hold under clause 8.

2.6 Verified Destination: an account or other receiving destination that the payer has shown, to our reasonable satisfaction, that it controls.

2.7 Defined Losses: the losses listed in clause 19.3.

2.8 Demand Source, Earnings, Final Earnings, Inventory, Investigation Hold, Payout Period and Pending Collection have the meanings given in the Publisher Terms.

3. Contracting party and payment details

3.1 Your counterparty for every payment obligation under the Services is the company named in DEFS 1, Adwirk GmbH.

3.2 Payments to us are made only to the payment details shown in the cabinet, in a Payment Request or on our invoice. We do not publish payment details anywhere else. A payment to any other details does not discharge your obligation unless we gave you those details. Before paying to new details that you received only by email or chat, check them in the cabinet or with [email protected].

3.3 We pay refunds and payouts ourselves or through a payment provider we instruct. We remain the debtor.

4. Currency and payment methods

4.1 Account Balances, Statistics and Earnings are kept in USD unless an Order Form says otherwise.

4.2 The payment methods available for your Account, with their limits, are shown in the cabinet when you top up. Only a method offered there at the time of payment is accepted, and its Payment Instructions (clause 20) apply.

4.3 Someone other than you may pay for your Account only if the payment is made against a Payment Request for your Account. Refunds of such a payment are governed by clause 18.2.

4.4 Fees for top-ups: none. Transfer fees charged by the payer's own bank, payment provider or payment network are borne by the payer.

5. Statistics, Billing Days and finality

5.1 Billing Days and billing periods are measured in UTC.

5.2 The cabinet shows preliminary Statistics. They may change while we process data, filter Invalid Traffic, receive late data and receive adjustments from Demand Sources or Supply Partners. We do not promise that Statistics are shown in real time.

5.3 Statistics for a Billing Day become final 5 days after the end of that Billing Day.

5.4 Final Statistics are the basis for final charges against an Account Balance, for invoices and for Earnings. After they become final they change only under clause 6, clause 14, PUB-TERMS clauses 10 and 14, or by agreement.

6. Discrepancies and corrections

6.1 If you believe our Statistics are wrong, notify us in text form within 14 days after the Statistics concerned become final. Identify the period, the Campaigns or Inventory, your figures, and the source and method by which you obtained them.

6.2 If the difference between your figures and our Final Statistics for the period and item concerned does not exceed 5 percent, our Final Statistics apply unless you show a specific error in them.

6.3 If the difference exceeds that threshold, we reconcile in good faith. We compare the data and share what is needed to understand the difference at the level of detail we use for billing. Neither party has to disclose detection methods or other customers' data.

6.4 Reports of third-party anti-fraud vendors, trackers and analytics tools are evidence. We weigh them together with their methodology and our own data. They do not on their own entitle you to a refund or credit of all spend, or to the reversal of all Earnings. Differences that result only from different counting methods, for example a tracker counting landings while we count impressions, are not errors.

6.5 A material error is a proven error in our systems or in our application of rates or settings that affects the amounts charged or earned. We correct material errors in either direction in the next statement. A correction against you applies only to the period affected by the error, and we tell you about it first.

6.6 After the period in clause 6.1, we correct only errors that we discover ourselves or that you could not detect within that period despite reasonable care.

6.7 The undisputed part of any amount remains payable when due.

7. Taxes

7.1 Amounts are stated without VAT or other taxes unless stated otherwise.

7.2 Where we must charge VAT, we add it to our invoice. Where the reverse-charge mechanism applies, you must give us your valid VAT identification number, and we do not add VAT.

7.3 If the law requires an Advertiser to withhold tax from a payment to us, the Advertiser tells us before paying, pays the additional amount needed for us to receive the full amount invoiced, and gives us the official receipt. Both parties cooperate to apply any available exemption or treaty relief.

7.4 Each party pays its own taxes on its income. Taxes on payouts to Publishers are covered in PUB-TERMS clause 11.8.

8. Compliance Holds

8.1 We may hold a top-up, Account Balance, refund or payout to the extent needed to comply with:

• (a) sanctions law;
• (b) anti-money-laundering and counter-terrorist-financing law;
• (c) an order of a court or authority;
• (d) a reasonable indication that a payment was not authorised by its owner, such as a compromised wallet, account or payment instrument;
• (e) a business verification request we are entitled to make and that you have not answered.

8.2 A Compliance Hold covers only the amount affected. We tell you the ground and what you need to provide, unless the law forbids us to.

8.3 We release the amount without undue delay when the ground no longer applies. If we may not lawfully release it to you, we deal with it as the law or the order requires and tell you where the law allows.

8.4 A Compliance Hold lasts for as long as its legal ground applies. It is not a Reserve and is not subject to clause 9. We charge no fee for it, and it does not forfeit any amount.

9. Reserves

9.1 A Reserve temporarily holds back an amount of an Account Balance, refund or payout while a specific issue is investigated that may give rise to a claim by us against you. It is not a deduction.

9.2 Grounds. We may hold a Reserve only on the basis of a specific, documented indication of:

• (a) Invalid Traffic;
• (b) a breach of the Advertising & Traffic Policy, including cloaking;
• (c) a risk that a specific payment will be reversed (clause 17); or
• (d) a third-party claim or an authority request relating to your Campaigns or Inventory.

9.3 Size. A Reserve must not exceed our reasonable, documented estimate of the claim that may arise from the issue. We reduce it when the estimate falls. We do not use a Reserve as security for unrelated claims.

9.4 Notice. When we start a Reserve, we tell you in text form:

• (a) the ground;
• (b) the amount and how we calculated it;
• (c) the Campaigns, Inventory or payments concerned;
• (d) the date of the next review; and
• (e) how you can respond.

If the law forbids this, or it would prejudice the investigation of a criminal offence, we tell you as soon as that reason no longer applies.

9.5 Initial review. We complete our initial review within 30 days after the Reserve starts.

9.6 Extension. We may extend a Reserve only by telling you in text form why the review is still open and what is still needed. While it continues, we review it at least every 30 days and tell you the result.

9.7 Your cooperation. You give us the information we reasonably ask for. If you do not, we may keep the Reserve, but your silence is not in itself proof of a breach.

9.8 Release. When the review ends without a claim, or our estimate falls, we release the excess without undue delay: to the Account Balance for an Advertiser, with the next payout for a Publisher, or as a refund or payout if the Account is closed.

9.9 Final retention. We may keep a Reserved amount finally, by set-off under clause 10, only to the extent our claim is:

• (a) acknowledged by you in text form;
• (b) agreed in a settlement;
• (c) established by a final or enforceable decision of a court or arbitral tribunal; or
• (d) for Publishers, an adjustment that has become binding under PUB-TERMS clause 14.3(a) or (b).

9.10 Status. Each Reserve is open, extended, released or settled. We tell you its status on request.

9.11 A Reserve is not a penalty and does not forfeit any amount.

10. Set-off

10.1 We may set off a claim against your claims (for example to a refund of Account Balance or to Earnings) only under clause 9.9, under clause 17.5, or where our claim is otherwise acknowledged, agreed in a settlement or established by a final or enforceable decision. Charging Billable Events to an Account Balance is not set-off.

10.2 You may set off claims against us only if they are undisputed, acknowledged by us, finally decided, or arise from the same reciprocal obligation as our claim.

10.3 No party recovers the same amount twice, whether by refund, credit, set-off, payment reversal or claim against a third party.

11. Versions, existing balances and finalised earnings

11.1 Each version of this document applies from its effective date and only for the future. The following remain governed by the version in force when they arose, as to their amount and status:

• (a) Account Balances paid;
• (b) Final Statistics and Final Earnings;
• (c) refunds requested; and
• (d) Reserves and Compliance Holds started.

A new version never reduces, converts, forfeits or reclassifies them.

11.2 Changes to fees, refund rules or payout terms are made only with the notice and, where required, the acceptance provided for in your role terms.

11.3 We do not withhold an undisputed refund or payout because you have not accepted a new version of this document or of your role terms.

Part B — Advertisers

12. Prepayment and Account Balance

12.1 Campaigns run on a prepaid Account Balance, unless an Order Form grants you credit. In that case the invoicing and payment terms of the Order Form apply.

12.2 The minimum top-up is 50 USD. Limits for a specific payment method are stated in the clause for that method.

12.3 A top-up is credited to your Account Balance after we have received it and matched it to your Account.

12.4 Billable Events are charged to your Account Balance as they are recorded, and the charge becomes final with the Final Statistics.

12.5 Your Account Balance may become negative only through Billable Events recorded during the normal processing delay after it reaches zero, as described in the Advertiser Terms. You pay that amount with your next top-up or on request. Spend outside your Campaign settings caused by our error is credited under clause 14.

12.6 Your Account Balance can be used only for our Services. It earns no interest and cannot be transferred to another person.

13. Refund of unused Account Balance

13.1 Unused Account Balance is the amount you paid and we credited, less charges for Billable Events (preliminary and final) and less refunds already made. It does not include Promotional Credit.

13.2 When your Account is closed, we refund the unused Account Balance under clause 21.

13.3 Refunds are paid under clause 18.

13.4 A refund of unused Account Balance is not a refund of spend. Charges for Billable Events are credited or refunded only under clause 14.

13.5 While your Account is open, you may ask us to refund all or part of your unused Account Balance. The minimum refund is 50 USD.

13.6 The amount you ask for is no longer available for Campaigns. We refund at once the part not needed to cover preliminary charges, and the rest after those charges become final.

14. Credits for Invalid Traffic and material errors

14.1 We credit charges for Billable Events that we confirm as Invalid Traffic, and charges caused by a material error under clause 6.5. Examples of material errors are delivery outside your Campaign settings because of a fault in our systems and the application of a wrong rate.

14.2 We credit Invalid Traffic that we identify ourselves after charging, and Invalid Traffic or material errors that you show under clause 6.

14.3 A credit does not depend on whether we recover the amount from a Supply Partner.

14.4 A credit restores paid Account Balance. It is not Promotional Credit and is refundable under clauses 13 and 21. A credit for spend that was funded by Promotional Credit restores Promotional Credit.

14.5 We do not credit charges caused by your Campaign settings, your trackers, your Destinations, your Customer Agents, or differences in counting methods (clause 6.4).

14.6 Claims must be made within the period in clause 6.1. Clause 6.6 applies to later claims.

15. No refund for campaign performance

15.1 When you buy on a CPM or CPC basis, you pay for the impressions or clicks delivered. Unless an Order Form guarantees a result, we do not guarantee conversions, sales, leads, their quality, or any return on your spend. Low performance alone is not a ground for a refund or credit.

15.2 Optimisation targets, such as a target cost per action, are goals for our optimisation, not prices or guarantees. Only Campaigns priced per action are charged per action, as described in the Advertiser Terms.

15.3 This clause does not limit clause 14 or your statutory rights if we breach our obligations.

16. Promotional Credits

16.1 We grant Promotional Credit voluntarily. When we grant it, we state its amount, any expiry date and any restrictions on its use.

16.2 Promotional Credit has no cash value. It is not refunded, paid out or transferred, and it lapses when it expires or the Account is closed.

16.3 Unless the grant says otherwise, Promotional Credit is used before paid Account Balance.

16.4 We may withdraw unused Promotional Credit that was obtained by a breach of the Advertiser Terms, for example through multiple accounts. This does not affect paid Account Balance.

17. Chargebacks and payment reversals

17.1 This clause applies to payment methods that allow the payer to reverse a payment, such as card chargebacks or bank recalls. Before reversing a payment because you dispute a charge, you must raise the matter with us under clause 6 and give us a reasonable opportunity to resolve it. This does not apply to a payment that was not authorised by its owner.

17.2 If a payment is reversed, we deduct the reversed amount from your Account Balance. If the balance is not enough, the difference is owed to us. Charges for Billable Events already delivered remain payable.

17.3 We may also charge the fee that our payment provider actually charged us for the reversal. We show you the provider's statement on request. We charge no other fee for a reversal. If the reversal was caused by our error, we bear the fee.

17.4 While a reversal is unresolved, we may pause Campaigns on the Account concerned.

17.5 You may not receive both a refund or credit from us and a reversal for the same amount. If both occur, the duplicate amount is not owed to you, and we deduct it from your Account Balance or ask you to repay it.

17.6 If a reversal is decided in our favour and the funds are returned to us, we credit the amount back to your Account Balance, less any amount you have already paid us again.

18. Refund recipient, method, timing and fees

18.1 Recipient. Refunds are owed to the Customer that holds the Account. We pay them to the source of the original payment or, where the Payment Instructions for the method provide for it, to a Verified Destination.

18.2 Third-party payer. If someone other than you made the payment, we refund it to that payer, unless you and the payer both instruct us otherwise in text form and our compliance checks allow it.

18.3 Identification. Before paying a refund we may ask for:

• (a) confirmation of the request by an authorised user in the cabinet;
• (b) business verification documents, if we do not hold current ones;
• (c) proof that the payer controls the receiving account or address; and
• (d) information we must collect under anti-money-laundering law.

We ask only for what is needed for the refund concerned.

18.4 Other destination. We pay to a destination other than the original source only if the original source cannot receive the refund (for example a closed account or a custodial exchange address), after verification, and we tell you why.

18.5 Timing. We pay a refund within 30 Business Days after we have received the information under clause 18.3 and the amount is final, meaning that the related Statistics are final and the amount is not subject to a Reserve or Compliance Hold.

18.6 Fees. We deduct only:

• (a) the refund fee: none;
• (b) the transfer fee of the refund that the Payment Instructions for the method name; and
• (c) charges levied by intermediary banks or payment providers on the refund transfer, which we show you on request.

We deduct no other costs.

18.7 Currency. We refund the USD amount. Where a refund is made by a method that uses another currency or asset, the Payment Instructions for that method set the conversion. Any conversion by your bank or provider is your matter.

18.8 Status and reasons. Each refund request is requested, in verification, approved, paid or rejected. We tell you its status on request. If we reject a request, we tell you why.

19. Policy breaches and cloaking: Reserve and Defined Losses

19.1 If we have specific evidence that a Campaign used cloaking or seriously breached the Advertising & Traffic Policy, we may stop the Campaigns concerned under the Advertiser Terms and hold a Reserve on your Account Balance under clause 9.

19.2 The Reserve must be proportionate: it may not exceed our reasonable, documented estimate of the Defined Losses that may arise from the Campaigns concerned. It is never the entire Account Balance merely because a breach occurred. The Account Balance above the Reserve remains available, or refundable if the Account is closed.

19.3 Defined Losses are:

• (a) amounts we must credit, refund or pay to Supply Partners or Demand Sources because of the Ads concerned;
• (b) third-party claims and reasonable defence costs covered by the indemnity in the Advertiser Terms;
• (c) fines and penalties, to the extent the law allows them to be passed on;
• (d) fees and reversals charged by payment providers because of the Campaigns concerned; and
• (e) reasonable external costs of investigating the breach, such as fees of forensic or legal advisers.

19.4 We may keep a Reserved amount finally only under clause 9.9.

19.5 Charges for Billable Events actually delivered remain payable. A breach by you does not entitle you to a refund of spend.

19.6 We never treat the whole Account Balance as forfeited because of a breach. Unused Account Balance that is not needed for Defined Losses is refunded under clauses 13 and 21.

20. Method-specific rules

20.1 Rules that apply only to a particular payment method — limits, receiving details, crediting, conversion into USD, wrong or late transfers, and refunds or payouts by that method — are set out in the Payment Instructions shown in the cabinet when you choose the method. They form part of this document. If they conflict with it, this document prevails, except for the technical requirements of the method.

20.2 We may update the Payment Instructions for future payments. A change does not affect a payment already made against a Payment Request.

21. Closing an Advertiser Account

21.1 Either party may close an Advertiser Account as provided in the Advertiser Terms.

21.2 On closure, Campaigns stop and Billable Events recorded until they stop are charged. When the related Statistics are final, we refund the unused Account Balance under clause 18. The minimum refund amount does not apply. Only amounts subject to a Reserve or Compliance Hold may be kept back, and only under clauses 8 and 9.

21.3 Promotional Credit lapses on closure.

21.4 If we cannot pay a refund because you do not give us the information in clause 18.3, we keep the amount available for you. It is not forfeited and remains owed until it becomes time-barred under the applicable law.

Part C — Publishers

22. Relationship to the Publisher Terms

22.1 The Publisher Terms set the substantive rules for Publishers: payment term, threshold, currency, payout methods and fees, invoicing, credit model, Invalid Traffic adjustments, Investigation Holds, Reserves, clawback and inactivity. This Part describes how payouts are executed. If this Part conflicts with the Publisher Terms, the Publisher Terms prevail.

23. Payout cycle and Payout Statement

23.1 After the Earnings for a Payout Period become final, we make a Payout Statement available in the cabinet or by email. It shows:

• (a) Final Earnings by Inventory and period;
• (b) adjustments, with a reference to the adjustment notice;
• (c) amounts under Investigation Hold, Reserve or Compliance Hold;
• (d) where the credit model is collection-based, Pending Collection items;
• (e) the balance carried forward below the threshold;
• (f) fees; and
• (g) the amount payable and its due date.

23.2 The due date follows from PUB-TERMS clause 11.2. If it is not a Business Day, payment is due on the next Business Day.

23.3 You may dispute a Payout Statement under clause 6.

24. Payout details and verification

24.1 You enter your payout details in the cabinet. The recipient must be you. We pay a third party only after verification and if our compliance checks allow it.

24.2 We may verify a change of payout details through a second channel before using the new details. A payout may be delayed by this verification; we tell you if it is.

24.3 A payout to the details in your cabinet discharges us, unless we knew or should have known that they were not yours, for example because you had told us that your Account was compromised. Tell us without undue delay if your Account or payout details are compromised.

24.4 We may require business verification and tax documents before the first payout. Until you provide them, the amount concerned is subject to a Compliance Hold under clause 8.

25. Execution, fees and conversion

25.1 Payout methods and fees are set in PUB-TERMS clauses 11.5 and 11.6.

25.2 If you are paid in a currency other than USD, the conversion rate is the rate applied by our payment provider at the time of execution. We show it in the Payout Statement or tell you on request.

25.3 If you are paid by a method that has its own Payment Instructions, they apply to the payout.

25.4 Taxes and invoices are governed by PUB-TERMS clauses 11.7 to 11.10.

26. Failed and returned payouts

26.1 If a payout fails or is returned because your payout details were wrong or incomplete, we credit the amount back to your balance, less the charges that third parties actually levied on the failed transfer, and pay it again after you correct your details.

26.2 If a payout fails because of our error, we bear the charges.

26.3 A failed or returned payout is never forfeited.

27. Holds, Reserves and adjustments

27.1 Investigation Holds, Reserves and clawback for Publishers are governed by PUB-TERMS clauses 10, 13 and 14, together with clauses 8 to 10 of this document.

28. Final payout

28.1 On termination or closure of a Publisher Account, the final payout is made under PUB-TERMS clause 22.4, regardless of the threshold.