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Term & Condition

Last Updated: Jan 2026

Zumax Digital Agency – Terms & Conditions

Please take a moment to review our Terms & Conditions before engaging with our services. By continuing with a service or signing up for a quote/contract, you agree to be bound by these Terms.

1. Agreement Overview
These Terms & Conditions (“Terms”) govern your use of and access to the services provided by Zumax Digital Agency (“we”, “our”, “agency”, “Zumax”), including but not limited to digital marketing, Google/Facebook Ads management, website design & development, SEO, branding, content creation and related services (“Services”).

By engaging our Services — either by signing a proposal, paying an invoice, or otherwise instructing us to act — you confirm that you have read, understood and agreed to these Terms.

2. Scope of Work
The scope of work will be outlined in your individual Proposal/Service Agreement. Any services, tasks, or deliverables not expressly listed in your Proposal are not included unless agreed in writing.

Examples of what may be included:

  • Digital marketing strategy
  • Setup and management of ad campaigns
  • Website design and development
  • Content creation, SEO and analytics reporting

Note: All timelines provided are estimates. Zumax is not liable for delays caused by client inaction, third-party dependencies, or circumstances beyond our control.

3. Client Responsibilities

You agree to:

  • Provide all materials, content, access, approvals, information, and cooperation required for us to perform the Services.
  • Ensure any content you submit is legally compliant, non‑infringing, and does not violate any third‑party rights.
  • Respond to communications promptly to prevent project delays.
  • Indemnify and hold Zumax harmless from any claims, damages, or losses arising from content you provide or any violation of applicable laws.

4. Payment Terms

  • Invoices & Deposits – Certain services require upfront deposits before work begins
  • Due Dates – Payment is due as stated in your Proposal or invoice. If no due date is listed, payment is due within 7 days of the invoice.
  • Late Payments – Unpaid balances may incur suspension of Services
  • Additional Work Requests – Any additional features, tasks or modifications outside the original scope may incur extra fees.

Note: Services may be paused or deliverables withheld until payment is received.

5. Refund and Chargeback Policy

  • Payments made for Services are non‑refundable once work has commenced.
  • Requests for refunds will not generally be entertained except where we fail to initiate or deliver services as agreed.
  • In case of a chargeback, Zumax may suspend or terminate Services and recover disputed balances.

6. Termination

  • Either party may terminate a Service Agreement by providing 30 days’ written notice.
  • Upon termination, all outstanding fees for services performed up to the termination date become immediately due.
  • We reserve the right to suspend or discontinue access to any Services or deliverables if you fail to comply with these Terms or if payment remains overdue.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the engagement and to use it only for the purposes of fulfilling the agreement.

8. Intellectual Property & Usage

  • You retain ownership of the content you supply.
  • Zumax retains rights to work products, templates, tools, and frameworks until all fees are fully paid.
  • Clients may use deliverables solely for purposes outlined in the Proposal; full rights transfer only after full payment.
  • Zumax may use anonymized work for portfolio or promotional purposes unless confidentiality is requested in writing.

9. Warranty Disclaimer & Limitation of Liability

  • Services are provided “as is” without guarantees of results or performance.
  • Zumax’s liability is limited to the amount paid in the 6 months preceding the event giving rise to a claim.
  • Zumax is not responsible for any indirect, incidental, or consequential damages

10. Our Rights

Zumax reserves the right to:

  • Modify, suspend, or discontinue Services or features at any time.
  • Change eligibility criteria for Services.
  • Decline work that violates laws, ethical standards, or internal policies.

11. Privacy & Data Protection

Zumax will take reasonable measures to protect client data and use it solely for providing agreed Services. By engaging our services, you consent to our data handling practices.

12. Governing Law & Dispute Resolution

  • These Terms are governed by Malaysian law or the jurisdiction specified in your contract.
  • Disputes shall first be attempted to be resolved amicably via mediation; if unresolved, disputes will be referred to arbitration.

Important Before You Engage:
Clients are advised to review:
✔  Scope of Services & Deliverables
✔  Payment Schedules & Due Dates
✔  Refund & Chargeback Policies
✔  Termination Rights
✔  Intellectual Property Ownership
✔  Confidentiality & Data Handling
✔  Dispute Resolution

Service-Specific Terms

A. Search Engine Optimization (SEO)

1. Nature of SEO Services

  • No Ranking Guarantees: SEO is subject to third-party search engine algorithms (such as Google), which change frequently. While Zumax utilizes industry-standard best practices, we do not guarantee specific rankings, “Position #1” placements, or a specific increase in organic traffic.
  • Timelines: SEO is a long-term strategy. The Client acknowledges that significant results typically require three (3) to six (6) months of consistent optimization before noticeable improvements in rankings may occur.

2. Client Access & Implementation

  • Platform Access: To perform SEO tasks, the Client must provide Zumax with administrative access to the website’s backend (CMS), Google Search Console, Google Analytics, and any other necessary third-party tools.
  • Implementation Rights: If the Client does not provide website backend access, Zumax will provide “Optimization Recommendations” in document form. The Client is then responsible for implementing these changes. Zumax is not liable for any ranking delays caused by the Client’s failure to implement recommendations promptly.

3. Content & Technical Changes

  • On-Page Modifications: Zumax reserves the right to modify website metadata, headers, alt-text, and site copy for optimization purposes. Any major structural changes will be proposed to the Client for approval.
  • Third-Party Interference: Zumax is not responsible for drops in rankings caused by the Client (or a third-party developer) making unauthorized changes to the website’s code, robots.txt file, or URL structure during the service period.

4. Search Engine Penalties

  • Algorithm Updates: Zumax shall not be held liable for sudden fluctuations in rankings caused by official search engine core updates or changes in platform policy.
  • Prior History: The Client must disclose any previous “Black Hat” SEO techniques or manual penalties applied to the domain before engaging Zumax. Zumax is not responsible for the failure to rank a domain that has been previously blacklisted or penalized by search engines.

5. Ownership & Deliverables

  • Reporting: Zumax will provide monthly SEO performance reports. The data within these reports is for the Client’s internal use only.
  • No Refund Policy: As SEO involves intensive labour, audit time, and technical configuration, all monthly SEO retainer fees are strictly non-refundable, regardless of ranking fluctuations.
  • Account Ownership: Zumax Digital may assist in setting up accounts (e.g., Google Analytics, Google Tag Manager, Google Search Console) and grant client access. Accounts created by Zumax Digital are not eligible for ownership transfer.

B. Web Design 

1. Scope of Work

  • Service Coverage: Web design services are provided strictly based on the selected package, quotation, or Sales Order. Only items explicitly stated are included.
  • Out-of-Scope Work: Any additional pages, features, or functions not listed will require a separate quotation.

2. Project Timeline & Working Days

  • Timeline Basis: Timelines are calculated based on Zumax Digital’s official working days only.
  • Exclusions: Delays caused by client feedback, content submission, approvals, or third-party services are excluded from the timeline.

3. Client Responsibilities

  • Content Supply: The Client must provide accurate and timely content, materials, and access.
  • IP Responsibility: All materials provided must not infringe any third-party rights.

4. Revisions & Design Approval

  • Revision Limit: Revisions are limited to what is stated in the selected package.
  • Change Requests: Major layout changes or new features may incur additional charges.
  • Final Approval: Changes after approval will be chargeable.

5. Payment Terms

  • Payment Requirement: Work begins only after payment is received.
  • Non-Refundable: All payments are non-refundable once work has commenced.

6. Ownership & Usage Rights

  • Usage Rights: Upon full payment, the Client may use the website for business purposes only.
  • Source Files: Editable source files, design files, or backend access are not included and may be subject to additional charges.
  • Portfolio Use: Zumax Digital may showcase completed work for portfolio purposes.

7. Third-Party Tools & Hosting

  • Third-Party Services: Plugins, hosting, domains, and tools are subject to their own terms and fees.
  • Service Limitation: Zumax Digital is not responsible for downtime or changes caused by third-party providers.

8. Maintenance & Post-Completion Changes

  • Maintenance Coverage: Included maintenance hours will be stated in the quotation, Sales Order, or invoice.
  • Content Updates: Only text or image updates are covered under maintenance.
  • Exclusions: Layout, theme, colors, features, or structural changes are not included
  • Additional Charges: Once maintenance hours are used, further changes will be chargeable.

9. Limitation of Liability

  • Liability Scope: Zumax Digital shall not be held liable for any losses, damages, or claims arising from matters outside the agreed scope of work, including third-party services, hosting issues, plugins, client-provided content, instructions, or actions taken by the Client or other parties after project delivery.

10. Amendments & Additional Work

  • Change Requests: Any amendments or additional work must be confirmed in writing and may require a revised quotation.

C. Web System Development

1. Scope of Work

  • Definitions: The “Scope of Work” is strictly limited to the features, functions, and page counts explicitly listed in your Sales Order, Invoice, or signed agreement. Any item not documented is considered excluded.
  • Out-of-Scope Requests: Any additional features, integrations, or design changes requested after the project commences will be treated as a Change Request.
  • Quotation & Billing: Change requests will be quoted separately and billed at our standard rate. Work on new features will only proceed once the Client approves the costs and revised timeline.

2. Project Timeline & Working Days

  • Official Working Days: Project durations are calculated based on Zumax Digital’s official working days only.
  • Timeline Pauses: The project clock pauses during:
    • Waiting periods for Client feedback, approvals, or branding assets.
    • Delays caused by third-party platforms, hosting providers, or plugins.
  • Resumption: The timeline resumes only once the required materials or feedback are received in full.

3. Client Responsibilities
To ensure timely delivery, the Client agrees to:

  • Provide accurate and complete information/materials (images, text, credentials) promptly.
  • Review deliverables and provide feedback within a reasonable timeframe.
  • Ensure that all provided materials do not infringe on third-party intellectual property rights.

4. Revisions & Approvals

  • Limit: Revisions are limited to the number specified in your selected package.
  • Scope of Revisions: Revisions apply only to modifications within the original scope. Significant rework of approved workflows or core logic will be treated as additional work.
  • Finality: Once a milestone or system flow is formally approved, any subsequent changes will incur additional fees.

5. Payment & Ownership

  • Payment Terms: All fees must be settled according to the agreed schedule. Delayed payments may result in a suspension of work.
  • No-Refund Policy: Once work has commenced, all fees are non-refundable as resources and planning have been allocated.
  • Ownership: Upon full payment, the Client is granted the right to use the completed system for their business. Transfer of source files or design files is subject to additional charges.
  • Portfolio Rights: Zumax reserves the right to showcase the completed project in our marketing materials unless otherwise agreed in writing.

6. Warranty & Maintenance

  • 3-Month Limited Warranty: Includes bug fixes (deviations from original scope), system stability monitoring, and critical security patches for the core code.
  • Warranty Exclusions: Does not cover issues caused by third-party API changes, Client-side server modifications, or new feature requests.
  • Post-Warranty Maintenance: After 3 months, maintenance or changes are billed starting from RM250.00, calculated by the working days required.
  • Payment-First Policy: Maintenance work begins only after full payment of the quoted fee is verified.

7. Hosting & Support Liability

  • Hosted under Zumax: We provide full support for “System Down” or server-related issues at no additional charge.
  • Hosted under Client/Third-Party: Zumax is not responsible for uptime. Troubleshooting or resolving issues on external servers (AWS, Google Cloud, etc.) will incur additional service charges.

D. Paid Ads (FB, Google Ads)

1. Separation of Fees

  • Management Fees vs. Ad Spend: All management fees paid to Zumax cover our professional services, strategy, and campaign optimization. These fees are strictly separate from the “Ad Spend” (the budget paid to platforms such as Meta or Google).
  • Direct Billing: By default, the Client shall link their own payment method to the advertising platforms, and all Ad Spend will be billed directly to the Client by the respective platform.

2. Taxation & Compliance

  • Tax Liability: Any taxes arising from Ad Spend (including but not limited to SST, Service Tax, or Withholding Tax) are the sole responsibility of the Client and shall be payable by the Client.

3. Ad Spend Disbursement via Zumax

  • Agency Discretion: Should the Client request to transfer the Ad Spend budget to Zumax for disbursement, Zumax reserves the absolute right to accept or reject such a request.
  • Deduction of Costs: If Zumax agrees to manage the disbursement of Ad Spend:
    • Any applicable taxes (e.g., Service Tax charged by Meta/Google) or bank transaction fees/foreign exchange surcharges will be directly deducted from the total amount transferred.
    • The actual budget available for advertising will be the net amount remaining after these deductions.

4. No-Refund Policy on Ad Budgets

  • Finality of Payment: Once Ad Spend funds have been transferred to Zumax or committed to an advertising platform, no refunds shall be issued, even if the Client decides to discontinue the services before the budget is fully exhausted.
  • Platform Credit: In the event of service termination, any remaining funds already residing within the platform (Meta/Google Ads Manager) are subject to the platform’s own refund policies and are not the responsibility of Zumax.

5. Analytics & Tracking Accounts

Zumax Digital may assist in setting up analytics tools such as Google Analytics or Google Tag Manager and grant client access. Accounts created by Zumax Digital are not eligible for ownership transfer.

E. Influencer & KOC Marketing

The following terms apply specifically to all Influencer Marketing and KOC (Key Opinion Consumer) services provided by Zumax.

1. Payment & Refund Policy

  • Non-Refundable Commitment: All payments for Influencer Marketing campaigns are strictly non-refundable. This includes management fees, KOC fees, and deposits.
  • Immediate Commencement: Once the Sales Order is paid, Zumax immediately initiates research, shortlisting, and securing creator schedules; therefore, the process cannot be reversed or refunded.

2. KOC Selection & Shortlisting

  • Standard Selection: Zumax will provide a maximum of two (2) KOC lists based on the initial requirements provided by the Client.
  • Alternative Lists: Should the Client remain unsatisfied with the provided lists, Zumax may source alternative creators. Please note that these creators may have higher engagement rates or professional requirements, which may result in additional charges or an adjustment to the project fee.
  • Requirement Deadline: All specific requirements for KOC shortlisting and campaign progress must be submitted to Zumax in writing before the project starts. Once confirmed, no new requirements or changes will be accepted.

3. Content Rights & Deliverables

  • Source Files: All raw materials, source files, or original project files (e.g., unedited video footage, raw project files) remain the exclusive property of Zumax and the creators. These will not be submitted to the Client.
  • Usage Rights: By default, final content (banners, videos, and KOC posts) is not included for the Client’s independent use (e.g., for website use or paid advertising). If the Client requires the rights to download or repurpose this content, additional licensing charges will apply.

4. Campaign Deck & Strategy

  • Finality of Deck: Once the Campaign Deck is confirmed and signed off by the Client, it is considered final. No further changes to the campaign strategy, timeline, or creative direction will be permitted.
  • Modification Clause: After the project has officially commenced, no modifications to the agreed-upon brief will be accepted.

5. Amendments & Revision Policy

  • Minor Revisions: A maximum of three (3) rounds of revisions are included. These are limited to minor adjustments such as:
    • Subtitle/Caption corrections.
    • Minor timing/cutting edits.
  • Major Amendments: Changes that alter the video flow, storyline, or require re-recording voiceovers are not included in the standard package.
  • Additional Charges: Revisions exceeding the three (3) included rounds, or any requests for major amendments, will be billed separately, starting from RM50 per amendment.

F. Social Media Management

1. Content Planning & Strategy

  • Monthly Planning: Zumax will prepare a monthly content calendar/posting plan for Client review. Once approved, Zumax will proceed with content preparation according to the plan.
  • Amendment Deadlines: If the Client requires amendments to the agreed plan, notification must be provided at least three (3) days prior to the scheduled posting date.

Example: For content scheduled for 5/1/2026, amendments must be submitted no later than 2/1/2026.

2. Approval Workflow & Delays

  • Client Approval: No content will be published without prior Client approval. If the Client fails to approve content before the agreed posting date, Zumax will withhold the post.
  • Liability for Delays: Zumax shall not be held responsible for any gaps in the posting schedule or failure to meet campaign deadlines resulting from late Client approvals.

3. Creative Assets & Brand Guidelines

  • Client Responsibilities: The Client is required to provide Zumax with a complete brand kit, including brand guidelines, color codes (HEX/CMYK), specific fonts, high-resolution logos, and any necessary product/lifestyle photography.
  • Onsite Media Production: Unless the Client has specifically engaged Zumax for dedicated Video or Photoshooting services, Zumax is not responsible for onsite shooting. Content will be designed using assets provided by the Client or stock media.

4. Video Storyboarding

  • Storyboard Finality: Once a video storyboard has been approved by the Client, no further amendments will be accepted.
  • Exceptional Changes: Requests for changes after storyboard approval will only be considered on a case-by-case basis and may incur additional production fees.

5. Community Management Limitations

  • Engagement Scope: Unless explicitly outlined in the Statement of Work (SOW), Zumax’s service does not include the moderation or deletion of every negative comment, spam bot, or third-party interaction.
  • Brand Reputation: While we strive to maintain a positive brand image, the ultimate responsibility for legal or high-level PR issues arising from public comments remains with the Client.

G. Graphic Design

1. Content & Asset Responsibility

  • Copywriting: The Client is responsible for providing all text and headlines (H1, H2, etc.) to be included in the design. Zumax is not responsible for proofreading or correcting copy provided by the Client.
  • Media Assets: The Client must provide all necessary high-resolution photos, logos, and brand assets required for the design.
  • Copyright Indemnity: The Client warrants that all images, logos, and materials provided to Zumax do not infringe upon any third-party copyrights. The Client shall bear full legal responsibility for any copyright disputes arising from materials they provided.

2. Lead Time & Delivery

  • Standard Turnaround: The Client acknowledges that each banner or design asset requires approximately 3 to 5 business days to prepare, as our designers manage multiple tasks.
  • Urgent Requests: Any request for “Urgent” or “Same-Day” delivery is subject to Agency availability. Zumax reserves the right to accept or reject urgent requests. If accepted, an expedited service fee may apply depending on the complexity of the task.

3. Amendments & Revisions

  • Included Revisions: A maximum of two (2) rounds of minor amendments are included per design asset.
  • Additional Charges: Any revisions beyond the initial two rounds, or any major changes to the design direction after work has commenced, will incur additional charges starting from RM50 per amendment.

4. Source Files & Ownership

  • Final Deliverables: Upon completion, Zumax will provide the final design in standard formats (e.g., JPG, PNG, or PDF).
  • Source File Fees: Delivery of raw source files (e.g., Adobe Illustrator .AI or Photoshop .PSD files) is not included in the standard service. Requests for source files may incur an additional licensing fee unless explicitly stated otherwise in the initial proposal.

5. No-Refund Policy

  • Creative Labour: As graphic design involves dedicated creative labor and time, all payments for design services are strictly non-refundable once the design process has started.

Payment Terms & Billing

  • Sales Orders: A Sales Order (SO) will be issued to the Client at the start of each service cycle. Depending on the agreed service duration, Sales Orders will be issued on a [Monthly or Quarterly] basis.
  • Payment Requirement: Full payment of the Sales Order amount is required upfront before the commencement of any service.
  • E-Invoicing Policy: In compliance with e-invoice practices, the official Invoice will be issued only after full payment has been received and verified by the Agency.
  • Payment Verification: For bank transfers, the Client must provide a payment slip or transaction confirmation to the Agency to trigger the e-invoice generation and service start date.

No Refund Policy

Strict No-Refund Policy: All payments made to Zumax Digital are final.

  • Service Commitment: As our services involve dedicated labour, creative assets, and technical configuration, we do not offer refunds once a Sales Order has been paid and the billing cycle has commenced.
  • E-Invoice Finality: Once an e-invoice has been issued following payment, the transaction is considered final for accounting and tax purposes.
  • Ad Spend & Third-Party Fees: Any funds allocated for paid advertising (FB/Google Ads) or influencer fees are non-refundable, as these are committed to external platforms and creators.
  • Project Abandonment: If a project (such as Web Design or Web System Development) is paused or abandoned by the Client for more than [30] days, all paid fees are forfeited and non-refundable.
  • Termination: Client may terminate the service at any time with written notice. All fees paid are non-refundable, and Zumax shall not be obligated to continue services beyond the paid service period.