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Terms & Conditions

LUMINA DIGITAL - TERMS AND CONDITIONS OF SERVICE

 

These Terms and Conditions of Service ("Agreement") govern the provision of digital marketing services by Lumina Digital ("Agency," "we," "us") to you, the client ("Client," "you"). This Agreement, together with any Statement of Work, constitutes the entire contract between the parties.

 

1. Definitions

 

  • "Agency" refers to Lumina Digital, a business operating in Miri, Sarawak, Malaysia.

  • "Client" refers to the business entity or individual purchasing Services from the Agency.

  • "Services" means the digital marketing services to be provided by the Agency as detailed in a signed Statement of Work.

  • "Statement of Work" (SOW) means a document, signed by both parties, that describes the specific Services, deliverables, timelines, and fees for a particular engagement, and which is incorporated by reference into this Agreement.

  • "Work Product" means the specific, final, and tangible deliverables created by the Agency exclusively for the Client as part of the Services, such as custom graphics, written copy, and website code, as specified in the SOW.

  • "Background IP" means all intellectual property rights owned by or licensed to the Agency that existed prior to this Agreement or were developed independently of this Agreement, including but not limited to our methodologies, software, tools, templates, and know-how.

  • "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

  • "Fees" means the charges payable by the Client for the Services as set out in the SOW.

 

2. Engagement and Scope of Services

 

2.1. Independent Contractor. The Agency is engaged by the Client as an independent contractor. Nothing in this Agreement shall be construed as creating an employer-employee, partnership, or joint venture relationship between the parties. 2.2. Statement of Work. The specific scope of Services, deliverables, project timelines, and Fees for each engagement shall be detailed in a separate SOW, to be agreed upon and signed by both parties. Each executed SOW shall be deemed a part of this Agreement. In the event of a conflict between the terms of this Agreement and an SOW, the terms of the SOW shall prevail for that specific engagement only.

 

3. Client Covenants and Responsibilities

 

3.1. Provision of Materials. The Client shall provide the Agency, in a timely manner, with all necessary materials, data, and information required for the performance of the Services. This includes, but is not limited to, branding guidelines, logos, images, product information, and access to relevant accounts (e.g., social media profiles, website backend). 3.2. Approvals and Feedback. The Client agrees to provide feedback and approvals on deliverables within a reasonable timeframe, as may be specified in the SOW. Delays in providing such feedback or approvals may result in a corresponding adjustment to project timelines. 3.3. Designated Contact. The Client shall appoint a single individual as the primary point of contact for all communications and approvals related to the Services.

 

4. Fees, Invoicing, and Payment

 

4.1. Retainer Fees. Unless otherwise specified in an SOW, Services are provided on a recurring monthly retainer basis. All retainer Fees are billed in advance on or before the first day of each calendar month (the "Service Period"). 4.2. Invoicing and Payment Terms. Invoices will be issued electronically. All undisputed invoices are due and payable within fourteen (14) days of the invoice date. 4.3. Late Payments. Invoices not paid by the due date will be subject to an interest charge of 1.5% per month on the outstanding amount. The Agency reserves the right to suspend all Services without liability if any invoice remains unpaid for more than thirty (30) days from its due date. Services will be reinstated upon receipt of full payment of all outstanding amounts. 4.4. Refunds. All Fees paid to the Agency are non-refundable. Please refer to our separate Refund Policy for further details.

 

5. Intellectual Property Rights

 

5.1. Agency's Background IP. The Agency shall retain all right, title, and interest in and to its Background IP. The Client's use of any Background IP is limited to its incorporation within the Work Product. 5.2. Ownership of Work Product. Upon the Agency's receipt of full and final payment of all Fees due under the relevant SOW, all rights, title, and interest in and to the final, delivered Work Product shall transfer to and vest in the Client. 5.3. License to Client. The Agency hereby grants the Client a non-exclusive, perpetual, royalty-free, worldwide license to use any of the Agency's Background IP solely to the extent that it is integrated into and necessary for the use of the Work Product. 5.4. Portfolio License to Agency. The Client grants the Agency a non-exclusive, perpetual, royalty-free, worldwide license to display the Work Product in the Agency's portfolio, case studies, website, and other marketing materials for the purpose of showcasing its work and promoting its services.

 

6. Confidential Information

 

6.1. Mutual Obligations. Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such information to any third party without prior written consent, except as required to perform its obligations under this Agreement. Each party shall use the other's Confidential Information solely for the purposes of this Agreement. 6.2. Exclusions. Confidential Information does not include information that is (a) publicly known, (b) already in the receiving party's possession prior to disclosure, or (c) independently developed by the receiving party without reference to the disclosing party's Confidential Information.

 

7. Data Processing

 

Where the Agency processes Personal Data on behalf of the Client (acting as a Data Processor), the Agency shall: (a) Process such Personal Data only in accordance with the Client's lawful written instructions; (b) Implement appropriate technical and organisational security measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, in compliance with the Security Principle of the PDPA; (c) Assist the Client, at the Client's cost, in responding to data subject requests and meeting its other obligations under the PDPA; and (d) Notify the Client without undue delay upon becoming aware of a personal data breach affecting the Client's data.

 

8. Disclaimer of Guarantees

 

The Client acknowledges and agrees that the Agency's role is to provide digital marketing services based on professional expertise and industry best practices. While the Agency will use all reasonable skill and care in the provision of the Services, the Agency makes no representation, warranty, or guarantee of any specific business outcomes or results. The Client understands that results such as sales revenue, customer acquisition, lead generation, and search engine rankings are influenced by numerous factors beyond the Agency's direct control, including but not limited to market conditions, competition, and the Client's own products and pricing. Any statements regarding potential outcomes are expressions of professional opinion only and not guarantees.

 

9. Limitation of Liability

 

9.1. Exclusion of Indirect Damages. To the maximum extent permitted by law, in no event shall either party be liable to the other for any indirect, special, incidental, consequential, or punitive damages (including but not limited to loss of profits, loss of business, or loss of data) arising out of or in connection with this Agreement, whether or not such party has been advised of the possibility of such damages. 9.2. Liability Cap. The Agency's total aggregate liability to the Client for any and all claims, losses, or damages arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total Fees paid by the Client to the Agency in the three (3) months immediately preceding the event giving rise to the claim. 9.3. Exceptions. Nothing in this clause shall limit or exclude liability for death or personal injury caused by negligence, for fraud, or for any other liability which cannot be legally limited or excluded.

 

10. Term and Termination

 

10.1. Term. This Agreement shall commence on the date of the first signed SOW and shall continue in effect unless terminated in accordance with this clause. The term for retainer services shall typically consist of an initial commitment period as defined in the SOW, after which it will automatically renew on a month-to-month basis. 10.2. Termination for Convenience. Following any initial commitment period, either party may terminate this Agreement without cause by providing at least thirty (30) days' written notice to the other party. 10.3. Termination for Cause. Either party may terminate this Agreement immediately by written notice if the other party: (a) Commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of receiving written notice to do so; (b) Becomes insolvent, ceases to trade, or has a receiver or administrator appointed over its assets. 10.4. Effect of Termination. Upon termination, the Client shall pay all outstanding Fees for Services rendered up to the effective date of termination. Clauses 5 (Intellectual Property Rights), 6 (Confidential Information), 9 (Limitation of Liability), and 11 (General Provisions) shall survive the termination of this Agreement.

 

11. General Provisions

 

11.1. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Malaysia. The parties irrevocably agree that the courts of Malaysia, situated in Sarawak, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. 11.2. Entire Agreement. This Agreement, together with all SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, or representations, written or oral, concerning its subject matter. 11.3. Notices. All notices under this Agreement must be in writing and sent to the email addresses designated by the parties. 11.4. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, or natural disaster. 11.5. Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

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