Terms & Conditions

Section 01

Acceptance of Terms

These Terms and Conditions govern all services provided by AdFlux Ltd, a company registered at 10 Anson Road, #33-10C, International Plaza, Singapore 079903, to its clients worldwide.

This Agreement becomes effective on the earliest of the following dates:

• The date the Client signs or countersigns a Service Agreement or Proposal;
• The date the Client makes a payment (partial or full) for any AdFlux Ltd service;
• The date the Client grants AdFlux Ltd access to any account, platform, or system;
• The date the Client communicates written or verbal approval to commence work.

These Terms apply to all services including but not limited to SEO, SEO Audit, Content Marketing, Website Design, and digital advertising consultancy. Specific service scopes, deliverables, and timelines are detailed in individual Service Agreements or Proposals, which are incorporated into this Agreement by reference.

Section 02

Definitions

For the purposes of this Agreement, the following definitions apply:

• "AdFlux Ltd", "we", "us", "our" refers to AdFlux Ltd, its employees, contractors, subcontractors, and authorized representatives.
• "Client", "you", "your" refers to the individual, company, or legal entity engaging AdFlux Ltd's services.
• "Services" refers to any work, deliverable, or consultation provided by AdFlux Ltd as outlined in a Service Agreement or Proposal.
• "Service Agreement" or "Proposal" refers to any written document (including email confirmation) that outlines the specific scope, timeline, deliverables, and fees for a project or retainer.
• "Deliverables" refers to all tangible outputs produced by AdFlux Ltd as part of the Services, including reports, content, designs, and strategies.
• "Confidential Information" refers to any proprietary business information, trade secrets, client data, or non-public materials disclosed by either party during the engagement.
• "Intellectual Property (IP)" refers to all creative works, concepts, strategies, methodologies, code, designs, and content produced in connection with the Services.
• "Third-Party Platforms" refers to external tools, software, and platforms used in the delivery of Services (e.g., Google Analytics, Meta Ads, WordPress, SEMrush).

Section 03

Scope of Services

AdFlux Ltd agrees to provide the Services as described in the applicable Service Agreement or Proposal. The scope, deliverables, timelines, and fees are as specified therein.

3.1 Service Commencement

Work will commence upon receipt of the agreed deposit or first payment installment, and upon the Client providing all required access, materials, and approvals as outlined in the onboarding process.

3.2 Changes to Scope

Any request by the Client to change, expand, or reduce the agreed scope of Services must be submitted in writing. AdFlux Ltd reserves the right to assess the impact of such changes on timeline and fees. Scope changes will be formalized through a written Change Order before additional work commences. Work outside the agreed scope may be subject to additional charges.

3.3 Third-Party Services

Where AdFlux Ltd recommends or integrates third-party platforms, tools, or services (e.g., paid SEO tools, hosting, advertising platforms), the Client acknowledges that:

• Third-party costs are separate from AdFlux Ltd's service fees unless explicitly stated otherwise;
• AdFlux Ltd does not control third-party platforms and is not liable for their performance, pricing changes, or discontinuation;
• The Client is responsible for maintaining their own accounts on third-party platforms and accepting their respective terms of service.

3.4 Subcontracting

AdFlux Ltd may engage qualified subcontractors or freelancers to assist in delivering the Services. AdFlux Ltd remains fully responsible for the quality and delivery of all work performed by subcontractors on its behalf.

Section 04

Client Responsibilities

The successful delivery of Services depends on timely cooperation and accurate information from the Client. The Client agrees to:

• Provide accurate, complete, and up-to-date information necessary for the delivery of Services;
• Grant AdFlux Ltd timely access to required platforms, accounts, and materials (e.g., website CMS, Google Analytics, ad accounts);
• Designate a primary point of contact who has authority to approve deliverables and make decisions;
• Review and provide feedback on deliverables within the agreed timeframe (default: 5 business days unless otherwise specified);
• Ensure all content, images, branding materials, and information provided to AdFlux Ltd are owned by the Client or properly licensed for use;
• Notify AdFlux Ltd promptly of any changes in business direction, target audience, competitive landscape, or other information that may affect the Services;
• Not engage other service providers to perform the same or substantially similar services during the term of an exclusive engagement, where exclusivity has been agreed in writing.

Section 05

Payment Terms

5.1 Fees

All fees are as specified in the applicable Service Agreement or Proposal. Fees are quoted in the currency stated in the Proposal and are exclusive of applicable taxes unless otherwise stated.

5.2 Payment Schedule

5.3 Late Payments

Invoices are due within 7 calendar days of the invoice date unless otherwise agreed in writing. In the event of late payment:

• AdFlux Ltd reserves the right to suspend Services until outstanding payments are settled;
• A late payment fee of 1.5% per month (or the maximum allowed by applicable law, whichever is lower) may be applied to overdue balances;
• The Client shall be liable for any reasonable costs incurred by AdFlux Ltd in recovering overdue amounts, including legal and collection fees.

5.4 Refund Policy

All fees paid are non-refundable unless AdFlux Ltd fails to deliver agreed Services due to its own fault. Deposits are non-refundable once work has commenced. If a project is cancelled by the Client after commencement, the Client is liable for all work completed to the date of cancellation, which will be invoiced at the agreed rate or a pro-rated equivalent.

5.5 Price Adjustments

AdFlux Ltd reserves the right to review and adjust pricing annually or upon renewal of an ongoing retainer. Clients will be given a minimum of 30 days' written notice before any price adjustment takes effect.

Section 06

Intellectual Property

6.1 Deliverables Ownership

Upon receipt of full payment for the relevant Services, AdFlux Ltd assigns to the Client full ownership of all final Deliverables specifically created for the Client under the applicable Service Agreement, including written content, website designs, and graphic assets.

6.2 AdFlux Ltd Retained IP

Notwithstanding the above, AdFlux Ltd retains full ownership of:

• All proprietary methodologies, frameworks, processes, templates, tools, and strategies developed independently of the Client engagement;
• Pre-existing intellectual property, software, code libraries, or creative assets owned by AdFlux Ltd prior to the engagement;
• Generic, reusable design components, development modules, or content frameworks not uniquely created for the Client;
• All work product for which full payment has not been received.

6.3 Client-Provided Materials

The Client warrants that all materials, content, trademarks, images, and data provided to AdFlux Ltd for use in delivering the Services are owned by the Client or properly licensed, and do not infringe upon the intellectual property rights of any third party. The Client indemnifies AdFlux Ltd against any claims arising from Client-provided materials.

6.4 Portfolio Rights

AdFlux Ltd reserves the right to display completed work in its portfolio, case studies, presentations, and marketing materials, unless the Client has expressly requested confidentiality in writing prior to project commencement.

Section 07

Confidentiality

Both parties agree to hold in strict confidence all Confidential Information received from the other party in connection with this Agreement. Each party agrees to:

• Use Confidential Information solely for the purpose of fulfilling obligations under this Agreement;
• Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by equivalent confidentiality obligations;
• Implement reasonable security measures to protect Confidential Information from unauthorized access or disclosure;
• Notify the other party promptly upon becoming aware of any unauthorized disclosure or suspected breach of confidentiality.

These obligations shall survive the termination of this Agreement for a period of 3 years.

Section 08

Performance & Results Disclaimer

AdFlux Ltd commits to delivering Services with professional skill, care, and expertise. However, the Client acknowledges and accepts the following:

8.1 No Guarantee of Results

Digital marketing results — including but not limited to search engine rankings, organic traffic levels, conversion rates, and advertising performance — are influenced by numerous external factors beyond AdFlux Ltd's control, including:

• Changes to search engine algorithms (Google, Bing, etc.);
• Market competition and competitor activities;
• Seasonal fluctuations and economic conditions;
• Changes to third-party platform policies (Google Ads, Meta, etc.);
• The Client's own website infrastructure, hosting, and technical performance;
• The quality, relevance, and authority of the Client's existing web presence.

8.2 Timeline Estimates

All project timelines and delivery dates provided by AdFlux Ltd are estimates made in good faith. AdFlux Ltd will notify the Client promptly of any anticipated delays. Delays caused by the Client's failure to provide required materials, approvals, or access do not constitute a breach by AdFlux Ltd.

Section 09

Limitation of Liability

To the fullest extent permitted by applicable law:

• AdFlux Ltd's total aggregate liability to the Client for any and all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Client to AdFlux Ltd in the 3 months immediately preceding the event giving rise to the claim;
• AdFlux Ltd shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption;
• AdFlux Ltd shall not be liable for any damages arising from the Client's own acts, omissions, or failure to follow AdFlux Ltd's recommendations;
• AdFlux Ltd shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control (force majeure), including natural disasters, government actions, power failures, internet outages, or pandemic-related disruptions.

Section 10

Indemnification

The Client agrees to indemnify, defend, and hold harmless AdFlux Ltd, its directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Client's breach of any provision of this Agreement;
• Any materials, content, data, or instructions provided by the Client that infringe upon any third-party rights (including intellectual property, privacy, or defamation claims);
• The Client's use or misuse of the Deliverables after handover;
• Any violation of applicable laws or regulations by the Client in connection with its business or the use of AdFlux Ltd's Services;
• Claims by third parties arising from the Client's products, services, or business practices.

Section 11

Term & Termination

11.1 Term

This Agreement commences on the effective date and continues for the period specified in the Service Agreement. Monthly retainer agreements continue on a rolling month-to-month basis unless terminated in accordance with this section.

11.2 Termination by Either Party

Either party may terminate a monthly retainer agreement by providing a minimum of 30 days' written notice prior to the next billing cycle. Project-based engagements may not be terminated unilaterally once commenced without the Client forfeiting all fees paid to date.

11.3 Termination for Cause

AdFlux Ltd may terminate this Agreement immediately upon written notice if:

• The Client fails to make payment within 14 days of the due date;
• The Client materially breaches any provision of this Agreement and fails to remedy the breach within 7 days of written notice;
• The Client engages in conduct that is unlawful, unethical, abusive toward AdFlux Ltd staff, or damaging to AdFlux Ltd's reputation;
• The Client becomes insolvent, enters administration, or ceases trading.

11.4 Effect of Termination

Upon termination of this Agreement:

• All outstanding fees for work completed up to the termination date become immediately due and payable;
• AdFlux Ltd will deliver to the Client all completed Deliverables for which full payment has been received;
• Each party shall return or destroy the other party's Confidential Information upon request;
• Provisions of this Agreement that by their nature should survive termination (including confidentiality, IP ownership, payment obligations, limitation of liability, and governing law) shall continue in full force.

Section 12

Dispute Resolution

12.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, both parties agree to first attempt to resolve the matter through good faith negotiation. The complaining party shall provide written notice of the dispute, and both parties shall engage in good faith discussions for a period of 30 days from receipt of such notice.

12.2 Mediation

If the dispute is not resolved through negotiation within the 30-day period, either party may refer the matter to a mutually agreed independent mediator. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

12.3 Arbitration

If mediation fails to resolve the dispute within 30 days of commencement, the dispute shall be submitted to binding arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC). The arbitration shall be conducted in the English language, and the arbitrator's decision shall be final and binding on both parties.

12.4 Injunctive Relief

Notwithstanding the above, either party retains the right to seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, without first proceeding through the dispute resolution process.

Section 13

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles.

Subject to Section 12 (Dispute Resolution), both parties submit to the exclusive jurisdiction of the courts of Singapore for the resolution of any dispute arising under or in connection with this Agreement.

Section 14

General Provisions

14.1 Entire Agreement

This Agreement, together with the applicable Service Agreement or Proposal, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings, whether written or oral.

14.2 Amendments

AdFlux Ltd reserves the right to update or amend these Terms and Conditions at any time. Clients will be notified of material changes via email or through a notice on our website. Continued use of our Services after notification constitutes acceptance of the updated Terms. The version of Terms in effect at the time of a Service Agreement's commencement governs that specific engagement.

14.3 No Waiver

Failure by either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to enforce that or any other provision in the future. Any waiver must be made explicitly in writing to be effective.

14.4 Assignment

The Client may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of AdFlux Ltd. AdFlux Ltd may assign this Agreement to any affiliate, successor, or acquirer of its business upon written notice to the Client.

14.5 Independent Contractors

The relationship between AdFlux Ltd and the Client is that of independent contractors. Nothing in this Agreement shall be construed as creating any partnership, joint venture, employment, or agency relationship between the parties.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, natural disaster, or widespread internet outages — provided the affected party gives prompt written notice to the other party and makes reasonable efforts to resume performance as soon as possible.

14.7 Notices

All formal notices under this Agreement must be made in writing and delivered via email with read receipt, or by registered mail to the addresses specified in the Service Agreement. Notices to AdFlux Ltd should be directed to support@adfluxltd.com.