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Terms & Conditions

Updated and effective as of February 3, 2026

Welcome to BidWave. By submitting an application to, or by accessing the BidWave Platform, you are bound by the following Terms and Conditions ("T&Cs").

These T&Cs, together with our Privacy Policy and any applicable Data Processing Addendum, which are incorporated herein by reference, as well as all current and future amendments and related orders by and between you and us, govern the relationship between you ("Advertiser" or "you") and BidWave ("Company" or "we") and apply to your use of the BidWave Platform and Services, and collectively constitute the "Agreement".

1. Definitions

  1. 1.1.
    "Account" means the Advertiser's account on the BidWave Platform;
  2. 1.2.
    "Advertiser" means the party executing this Agreement with BidWave for the purpose of purchasing advertising inventory through the Platform;
  3. 1.3.
    "Advertising Campaign" or "Campaign" means an advertising campaign created and managed by the Advertiser through the Platform, including targeting parameters, budget, bid strategy, and creative assets;
  4. 1.4.
    "Advertising Materials" means any trademarks, advertising content, images, text, video, data, tracking links, or other creative material provided by or on behalf of the Advertiser for use in Campaigns;
  5. 1.5.
    "Bid" means a real-time programmatic offer submitted by the Platform on behalf of the Advertiser in response to an ad impression opportunity, via the OpenRTB 2.6 protocol or equivalent;
  6. 1.6.
    "Campaign Event" means a click, install, conversion, action, impression, or other measurable event as defined in the applicable Campaign configuration;
  7. 1.7.
    "Company" or "BidWave" means BidWave, with registered office and contact at legal@bidwave.net, the owner and operator of the Platform;
  8. 1.8.
    "Fees" means the amounts payable by the Advertiser to BidWave for the Services, as determined by the applicable pricing model (CPC, CPI, CPA, or CPM);
  9. 1.9.
    "Parties" means the Advertiser and BidWave together; "Party" in the singular shall mean either;
  10. 1.10.
    "Platform" means the internet-based demand-side platform owned and operated by BidWave for the provision of programmatic advertising services;
  11. 1.11.
    "Services" means the programmatic advertising services provided by BidWave through the Platform, including bid management, campaign optimisation, audience targeting, real-time bidding, and reporting;
  12. 1.12.
    "SSP" or "Supply-Side Platform" means a third-party platform that provides advertising inventory to BidWave via programmatic integrations;
  13. 1.13.
    "Service Period" means the calendar month in which the Services were provided.

2. Enrolment and Account

  1. 2.1.
    In order to use the Platform, the Advertiser may be required to submit an online application or execute a separate insertion order. BidWave reserves the right to reject any application at its sole discretion.
  2. 2.2.
    BidWave provides the Advertiser with access to the Platform to create, manage, and optimise programmatic advertising campaigns across integrated SSP partners.
  3. 2.3.
    The Parties will remain, at all times, primarily liable to each other under the terms of this Agreement.
  4. 2.4.
    This Agreement prevails over any terms supplied by the Advertiser.
  5. 2.5.
    Any individual contracting on his or her own behalf warrants that he or she is aged 18 or over. Any individual entering into this Agreement on behalf of a proposed Advertiser warrants that he or she has all necessary authority to bind that proposed Advertiser.
  6. 2.6.
    The Advertiser is solely responsible for all usage and activity on its Account and for the security of its login credentials. The Advertiser shall promptly notify BidWave of any known or suspected unauthorised use of its Account.

3. Provision of Services

  1. 3.1.
    BidWave provides the Advertiser with a demand-side platform for programmatic advertising, enabling the Advertiser to bid on and purchase advertising inventory across multiple SSP partners in real time.
  2. 3.2.
    The Platform operates via the OpenRTB 2.6 protocol (or its successor versions) and supports campaign models including, but not limited to, cost-per-click (CPC), cost-per-install (CPI), cost-per-action (CPA), and cost-per-mille (CPM).
  3. 3.3.
    BidWave uses proprietary algorithms to optimise bid strategies and campaign performance. The Advertiser acknowledges that BidWave cannot guarantee specific Campaign results, including conversion volumes, click-through rates, or return on ad spend, as performance depends on multiple factors including creative quality, targeting parameters, market conditions, and inventory availability.
  4. 3.4.
    BidWave shall use commercially reasonable efforts to ensure the availability of the Platform, but does not guarantee uninterrupted, error-free, or continuous access.
  5. 3.5.
    The Advertiser is responsible for providing all Campaign parameters, creative assets, and targeting specifications. BidWave shall execute Campaigns in accordance with the Advertiser's instructions as configured in the Platform.
  6. 3.6.
    Each Party shall cooperate with the other in good faith in relation to the provision and use of the Services.

4. Fees and Payment

  1. 4.1.
    The Advertiser shall pay BidWave for Campaign Events in accordance with the pricing model selected by the Advertiser (CPC, CPI, CPA, or CPM) as configured in the Platform or as agreed in a separate insertion order.
  2. 4.2.
    BidWave shall provide the Advertiser with monthly invoices reflecting Campaign activity during the preceding Service Period. The Advertiser shall pay each invoice within thirty (30) days of the invoice date, unless otherwise agreed in writing.
  3. 4.3.
    All payments shall be made in the currency specified on the invoice by wire/bank transfer. Payment fees charged by the bank or payment provider shall be borne by the Advertiser.
  4. 4.4.
    In the event of late payment, BidWave reserves the right to charge interest at a rate of 1% per month on the outstanding balance, calculated from the due date until receipt of full payment.
  5. 4.5.
    BidWave's reporting data shall be the authoritative basis for calculating Fees, unless the Advertiser raises a written dispute within sixty (60) days of the end of the relevant Service Period. In the event of a discrepancy, the Parties shall use commercially reasonable efforts to reconcile the data. Pending resolution, undisputed amounts shall remain payable.
  6. 4.6.
    BidWave reserves the right to suspend the Advertiser's access to the Platform and pause active Campaigns in the event of non-payment for a period exceeding fifteen (15) days from the invoice due date. BidWave shall provide reasonable prior notice before any suspension.
  7. 4.7.
    The Advertiser may be required to pre-fund its Account or provide a valid credit facility before launching Campaigns, as determined by BidWave.

5. Reporting

  1. 5.1.
    BidWave shall provide the Advertiser with access to real-time and aggregated Campaign performance reports through the Platform, including impressions, clicks, installs, conversions, spend, and other relevant metrics.
  2. 5.2.
    The Advertiser acknowledges that minor discrepancies between BidWave's reporting and third-party tracking systems are inherent in programmatic advertising. Material discrepancies shall be addressed in accordance with the reconciliation procedure set out in Section 4.5.

6. Intellectual Property

  1. 6.1.
    BidWave grants the Advertiser a non-exclusive, non-transferable, revocable right to access and use the Platform solely in accordance with this Agreement.
  2. 6.2.
    The Advertiser grants BidWave a non-exclusive, royalty-free licence to use the Advertising Materials solely for the purpose of delivering Campaigns through the Platform. This licence terminates upon expiration or termination of this Agreement.
  3. 6.3.
    Except as expressly stated herein, nothing in this Agreement is intended to grant either Party any rights to the other Party's trademarks, service marks, copyrights, patents, or trade secrets. All rights not expressly granted are reserved.
  4. 6.4.
    All data, algorithms, models, and technology comprising or underlying the Platform are and shall remain the exclusive intellectual property of BidWave.

7. Duration and Termination

  1. 7.1.
    This Agreement shall commence on the date the Advertiser's application is accepted or upon the Advertiser's first use of the Platform, whichever is earlier, and shall continue until terminated in accordance with this Section.
  2. 7.2.
    Either Party may terminate this Agreement at any time by providing thirty (30) days' written notice to the other Party.
  3. 7.3.
    Either Party may terminate this Agreement immediately by written notice if:
    1. (a)The other Party breaches this Agreement in a material and irremediable way, or, if remediable, the other Party fails to cure the breach within thirty (30) days of receiving written notice;
    2. (b)The other Party becomes bankrupt, insolvent, or enters into liquidation, whether voluntary or compulsory.
  4. 7.4.
    BidWave may suspend or terminate the Advertiser's access to the Platform immediately if BidWave reasonably determines that the Advertiser has engaged in fraudulent activity, violated applicable laws, or breached Sections 8 or 10 of this Agreement.
  5. 7.5.
    Upon termination, all outstanding Fees for Services rendered prior to the effective date of termination shall become immediately due and payable. The Advertiser shall pay for all Campaign Events that occurred before the termination date.
  6. 7.6.
    Termination of this Agreement shall not affect any rights, obligations, or liabilities accrued prior to the date of termination.

8. Advertiser Obligations and Prohibited Conduct

  1. 8.1.
    The Advertiser warrants that all Advertising Materials and Campaign content comply with all applicable laws, regulations, and industry standards in each jurisdiction where Campaigns are served.
  2. 8.2.
    The Advertiser is expressly prohibited from:
    1. (a)Using any automated means, bots, or deceptive practices to generate fraudulent Campaign Events, inflate metrics, or manipulate bidding;
    2. (b)Promoting content that is unlawful, misleading, defamatory, obscene, or that infringes any third-party intellectual property rights;
    3. (c)Introducing malware, spyware, viruses, or any harmful code through the Advertising Materials;
    4. (d)Using the Platform to collect personal data in violation of applicable data protection laws;
    5. (e)Reselling, sublicensing, or granting access to the Platform to third parties without BidWave's prior written consent.
  3. 8.3.
    BidWave shall make all determinations about prohibited conduct in its sole reasonable discretion.

9. Fraud and Invalid Traffic

  1. 9.1.
    BidWave implements fraud detection and invalid traffic (IVT) filtering measures to protect the integrity of its Platform and the Advertiser's Campaigns. The Advertiser acknowledges that no fraud detection system is infallible.
  2. 9.2.
    BidWave reserves the right to deduct from the Advertiser's invoice any Campaign Events that BidWave determines, in its reasonable judgment, to have been generated through invalid traffic or fraudulent means.
  3. 9.3.
    If the Advertiser suspects fraudulent activity affecting its Campaigns, it shall promptly notify BidWave in writing. BidWave shall investigate such claims and provide the Advertiser with its findings within a reasonable timeframe.

10. Representations and Warranties

  1. 10.1.
    Both Parties represent and warrant to each other that:
    1. (a)This Agreement is executed by a duly authorised representative of the warranting Party;
    2. (b)They have full capacity and authority and all necessary licences, permits, and consents to enter into and perform this Agreement;
    3. (c)They are not insolvent or unable to pay their debts, and no order has been issued for winding up or administration.
  2. 10.2.
    The Advertiser represents and warrants that:
    1. (a)The Advertising Materials do not infringe the intellectual property rights of any third party;
    2. (b)The Advertising Materials and Campaigns comply with all applicable advertising standards, consumer protection laws, and data protection regulations;
    3. (c)It has all necessary rights and licences to use the Advertising Materials and to permit BidWave to display them in connection with the Services;
    4. (d)It will not use the Platform in any manner that violates applicable laws or the terms of this Agreement.
  3. 10.3.
    BidWave represents and warrants that:
    1. (a)The Platform and Services shall be provided with reasonable care and skill;
    2. (b)BidWave shall comply with applicable data protection laws in its provision of the Services.

11. Disclaimers

  1. 11.1.
    THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY SET FORTH HEREIN, BIDWAVE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  2. 11.2.
    BidWave does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components. BidWave does not guarantee that the Advertiser will achieve any specific Campaign results, including any particular level of impressions, clicks, installs, or conversions.

12. Confidentiality

  1. 12.1.
    Any confidential information and proprietary data provided by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), including but not limited to campaign strategies, pricing, algorithms, business plans, and corporate documents, shall be deemed "Confidential Information" of the Disclosing Party.
  2. 12.2.
    Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Neither Party will use any portion of Confidential Information provided by the other Party for any purpose other than those provided for under this Agreement.
  3. 12.3.
    Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party; or (d) is lawfully obtained from a third party without restriction.
  4. 12.4.
    The obligations of confidentiality shall survive termination of this Agreement for a period of two (2) years.

13. Indemnification

  1. 13.1.
    The Advertiser shall defend, indemnify, and hold harmless BidWave, its directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from or related to: (a) any breach of this Agreement by the Advertiser; (b) the Advertiser's Advertising Materials, including any intellectual property infringement claims; (c) the Advertiser's violation of applicable laws; or (d) the Advertiser's negligent or wilful acts or omissions.
  2. 13.2.
    BidWave shall defend, indemnify, and hold harmless the Advertiser, its directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from or related to: (a) any breach of this Agreement by BidWave; or (b) BidWave's negligent or wilful acts or omissions in providing the Services.

14. Limitation of Liability

  1. 14.1.
    Neither Party shall have liability to the other for: loss of revenue; loss of actual or anticipated profits; loss of contracts; loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to, or corruption of data; or any indirect, incidental, special, or consequential damages, whether foreseeable or not.
  2. 14.2.
    Subject to Section 14.1, the total aggregate liability of either Party arising out of or in connection with this Agreement shall not exceed the total Fees paid or payable by the Advertiser to BidWave during the twelve (12) months immediately preceding the event giving rise to the claim.
  3. 14.3.
    Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be lawfully excluded.

15. Data Protection

  1. 15.1.
    Both Parties shall comply with all applicable data protection laws, including the General Data Protection Regulation (EU 2016/679) ("GDPR"), in connection with the processing of personal data under this Agreement.
  2. 15.2.
    The Parties acknowledge that, in the context of programmatic advertising, they may act as independent controllers, joint controllers, or controller-processor, depending on the specific data processing activities. The Parties shall enter into appropriate data processing agreements or joint controllership arrangements as required by applicable law.
  3. 15.3.
    The Advertiser warrants that it has obtained all necessary consents and has a valid legal basis for the processing of personal data in connection with its Campaigns, including the use of tracking technologies and device identifiers.
  4. 15.4.
    BidWave shall implement appropriate technical and organisational measures to protect personal data processed in connection with the Services.
  5. 15.5.
    For detailed information on how BidWave processes personal data, please refer to our Privacy Policy at bidwave.net/privacy-policy.

16. General Provisions

  1. 16.1.
    This Agreement contains all terms agreed between the Parties regarding its subject matter and supersedes all prior agreements, understandings, or arrangements, whether oral or in writing.
  2. 16.2.
    The Parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, agency, or employment relationship. Neither Party has authority to make representations or incur commitments on behalf of the other without prior written approval.
  3. 16.3.
    Neither Party shall be liable for any delay or failure to perform its obligations to the extent that such delay or failure results from circumstances beyond its reasonable control ("Force Majeure"). If a Force Majeure event continues for more than thirty (30) days, the non-affected Party may terminate this Agreement on written notice.
  4. 16.4.
    All notices under this Agreement shall be in writing and sent by email to the addresses provided by the Parties. Notices to BidWave shall also be sent to legal@bidwave.net.
  5. 16.5.
    Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning Party's assets.
  6. 16.6.
    A Party's failure to enforce any term of this Agreement shall not constitute a waiver of that term or any future right.
  7. 16.7.
    If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that best reflects the original intent.
  8. 16.8.
    BidWave may update these T&Cs from time to time. Material changes will be communicated to the Advertiser via email or through the Platform with at least thirty (30) days' notice. Continued use of the Platform after such notice constitutes acceptance of the updated terms. If the Advertiser does not agree with the changes, it may terminate this Agreement in accordance with Section 7.2.
  9. 16.9.
    This Agreement shall be governed by and construed in accordance with the laws of the Portuguese Republic.
  10. 16.10.
    Any disputes arising out of or in connection with this Agreement shall first be attempted to be resolved through good-faith negotiation. If the dispute is not resolved within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the courts of Lisbon, Portugal.

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