Terms and Conditions

Effective Date: 20.09.2024

These Terms and Conditions ("Agreement") are a legally binding agreement between you ("Client," "you," or "your") and Sudu Limited, a company incorporated under the laws of Hong Kong, with its registered office located at Rm No. 301, Unit C, 2nd/F Kwong On Bank Mongkok Branch, 728-730 Nathan Rd Mong Kok, Hong Kong ("Service Provider," "we," "us," or "our"). By accessing or using our services, you agree to comply with and be bound by this Agreement.

‍1. Definitions

‍For the purposes of this Agreement, the following terms will have the meanings described below:
- "Services" refers to the digital marketing, media buying, advertising, and software development services offered by the Service Provider.
- "Client" refers to the individual or entity that has engaged the Service Provider for the provision of Services.

‍2. Services

‍The Service Provider agrees to provide the Services outlined in a separate service agreement or proposal provided to the Client. The scope of the Services may include but is not limited to:
- Digital marketing and advertising campaigns on platforms such as Google Ads, Facebook Ads, and TikTok Ads.
- Real-time bidding (RTB) advertising.Any additional services requested by the Client will require a separate agreement or amendment to this Agreement.

‍3. Payment Terms

‍The Client agrees to pay the Service Provider according to the terms set forth in the service agreement or invoice. All payments must be made in the currency specified in the invoice and within the payment deadlines outlined therein. Failure to make timely payments may result in the suspension or termination of Services.

‍4. Client Obligations

‍The Client agrees to:
- Provide all necessary information, documentation, and access required for the Service Provider to carry out the Services.
- Cooperate with the Service Provider in a timely and efficient manner.
- Comply with any applicable laws, rules, or regulations related to the Services.

‍5. Confidentiality

‍Both parties agree to maintain the confidentiality of any proprietary or confidential information exchanged during the course of this Agreement. Neither party shall disclose such information to any third party without the express written consent of the other party, except as required by law.

‍6. Intellectual Property

‍All intellectual property rights related to the Services, including but not limited to any software, tools, or methodologies developed by the Service Provider, shall remain the exclusive property of the Service Provider. The Client may use any deliverables provided under this Agreement solely for its internal business purposes.

‍7. Warranties and Liability

- The Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.
- The Service Provider shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Services, even if advised of the possibility of such damages.
- The total liability of the Service Provider, whether in contract or tort, shall not exceed the fees paid by the Client for the Services.

‍8. Termination

‍Either party may terminate this Agreement by providing 30 days' written notice. In the event of termination, the Client agrees to pay for all Services rendered up to the effective date of termination. The Service Provider reserves the right to terminate this Agreement immediately in the event of non-payment or breach of any other term of this Agreement by the Client.

‍9. Governing Law

‍This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

‍10. Force Majeure

‍Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, strikes, or government actions.

‍11. Amendments

‍This Agreement may be amended only by written consent of both parties. Any changes to the scope of the Services or payment terms must be agreed upon in writing by both parties.

‍12. Entire Agreement

‍This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

‍13. Notices

‍All notices under this Agreement shall be in writing and delivered by email, mail, or courier to the addresses of the parties as set forth in the service agreement or otherwise communicated.