Master Services Terms.

/01 Agreement and acceptance

These Master Services Terms ("Terms") are a binding agreement between the business engaging us ("Client", "you") and the Mr.Ooi entity named on your proposal or invoice ("Mr.Ooi", "we"), listed on Company Information. You accept these Terms, on behalf of your business, when you sign or click to accept a proposal or order form, pay an invoice, or give us access to start work, whichever happens first. Electronic acceptance is as binding as a signed paper contract, including under India's Information Technology Act 2000 (section 10A), the US ESIGN Act and Malaysia's Electronic Commerce Act 2006.

These Terms are for business customers only. You confirm you are acting for a business and not as a consumer.

/02 Order of documents

If documents conflict, this order applies: (1) a signed order form or Statement of Work, but only for the commercial terms it states; (2) your country addendum, only where local law requires something different; (3) these Terms; (4) the Data Processing Agreement; (5) other policies linked here. Your purchase orders, vendor-portal terms or standard terms do not apply, even if we accept or sign them for administrative reasons, unless a Mr.Ooi director agrees in a signed document that names this clause.

/03 Services and scope

The services are exactly those listed in the order form or Statement of Work ("Scope"). Anything not listed is out of scope and is quoted separately before we start it. Estimates of time or effort are estimates, not commitments. We choose the methods, tools, people and sequence of work; we may use qualified subcontractors and remain responsible for their work.

• Audits. A written assessment and a live readout. A paid audit fee is credited against a sprint signed within 30 days of the readout, and then expires.
• Projects. The deliverables and timeline in the Statement of Work.
• 90-day sprints. A fixed scope over 90 days, which converts to a retainer in month 4 unless you give written notice before day 75.
• Retainers. A minimum term of 6 months unless the order form states another term, then continuing month to month until either party gives 30 days' written notice.

We do not provide exclusive services. We may work for other businesses, including your competitors, without restriction, and we never share your confidential information with them.

/04 Your responsibilities

You will, at your own cost: - provide within 5 business days of request, and keep in place, the access, information, content, approvals and decisions we need, through named or delegated accounts; - name one person with authority to approve work and give instructions for your business; - make sure everything you supply or instruct us to publish is accurate, lawful and owned or licensed by you, and complies with rules for your sector (for example healthcare, real estate, education and financial services advertising rules); - maintain current backups of your website, data and accounts before and during the engagement; - keep your own platform accounts (Google, Meta, LinkedIn, hosting, CMS) in good standing and comply with their terms.

If you do not meet these responsibilities, our timelines move by at least the length of the delay, any guarantee for affected work no longer applies, and fees remain payable. Work we have to repeat because of your delay or change of instructions is charged at our standard rates.

/05 Approvals and acceptance

Deliverables are accepted when you approve them or use them in your business, or 5 business days after delivery if you have not sent a written list of specific, material defects against the agreed Scope. We fix genuine defects reported in time at no extra charge. Changes of opinion or new requirements are change requests.

/06 Change requests

Either party may request a change in writing. We tell you the effect on fees and timelines, and the change applies only when both parties agree it in writing (email is enough).

/07 Fees and payment

• Fees, currency and invoicing are as stated in the order form, the Payment and Billing Terms and your country addendum. Fees exclude taxes, which you pay in addition.
• Invoices are payable in full, without set-off, deduction or counterclaim (except tax deductions required by law, for which you must provide the certificate on time), within 7 days of the invoice date.
• Overdue amounts carry interest at 1.5% per month, or the maximum rate allowed by law if lower, from the due date until paid. You also pay our reasonable costs of recovering overdue amounts, including legal and collection costs.
• If any amount is overdue for 14 days or more, we may, after 3 business days' written notice, suspend all work, pause access to reports and tools we provide, and withhold deliverables until everything due is paid. Suspension does not stop fees accruing for retainers.
• We may revise our rates once a year with 30 days' written notice. Agreed fixed-price projects and the current minimum term are not affected.
• Third-party costs (ad spend, paid tools, licences, publisher fees, hosting) are payable by you, directly or as a reimbursed cost, and are never part of our fee.

/08 Minimum term and early termination

Retainer and sprint fees are committed for the full minimum term because we reserve people and capacity for you. If you end a retainer or sprint early for any reason other than our uncured material breach, the fees for the remainder of the minimum term become due on the termination date, as a genuine pre-estimate of our loss. Where local law limits such a payment, it applies only to the extent that law allows.

/09 Guarantee and refunds

Our only service guarantees are those in the Guarantee and Refund Policy. A refund under that policy is your sole and exclusive remedy for the guaranteed outcome not being met. We do not guarantee rankings, traffic, leads, sales, revenue, approval of ads or the behaviour of any search engine, AI assistant or platform. See the Disclaimer.

/10 Intellectual property

• Your materials. Content, trademarks, data and materials you supply remain yours. You give us a non-exclusive, royalty-free licence to use them to deliver the services and, with your approval, in case studies.
• Deliverables. On payment in full of all fees for the relevant work, we assign to you the copyright in deliverables created specifically for you (custom code, templates, content and reports). Until you have paid in full, you have only a revocable licence to use deliverables for evaluation, and we may remove or disable deliverables we have installed if payment is more than 30 days overdue.
• Mr.Ooi IP. We keep all rights in our methods, know-how, frameworks, checklists, prompts, scripts, software, internal tools, the free tools, templates and anything we create independently of your engagement ("Mr.Ooi IP"). Where Mr.Ooi IP is part of a deliverable, you receive a non-exclusive, non-transferable, perpetual licence to use it only as part of that deliverable for your own business. You may not resell, sublicense or reverse-engineer Mr.Ooi IP.
• Aggregated data. We may create and use anonymised, aggregated data and insights from our work (for example speed or visibility benchmarks by industry and city) that do not identify you or any individual, during and after the engagement.
• Client list. We may name you in a list of clients (name and logo only) unless you tell us in writing that you prefer not. Results, quotes and case studies need your written approval, as set out in the Results Disclosure.

/11 Confidentiality

Each party will keep the other's confidential information secret, use it only for the engagement and protect it with at least reasonable care. This applies during the engagement and for 3 years after it ends, and indefinitely for credentials, trade secrets and Mr.Ooi IP. It does not apply to information that is public through no fault of the receiver, already known to it, independently developed, or required to be disclosed by law or a regulator (with prompt notice where lawful).

/12 Data protection and security

Where we process personal data for you, the Data Processing Agreement applies and you remain the controller (data fiduciary in India). You confirm you have a lawful basis, notices and consents for all personal data you give us access to. How we protect your system access is in the Client Access and Credentials Policy.

/13 Warranties and disclaimers

We warrant that we will perform the services with reasonable skill and care by suitably qualified people. You warrant that you have authority to enter into these Terms and that your materials and instructions are lawful and do not infringe anyone's rights. To the maximum extent permitted by law, all other warranties, conditions and representations, express or implied (including merchantability, fitness for a particular purpose and outcomes), are excluded.

/14 Your indemnity

You will indemnify and hold harmless Mr.Ooi, its owners, staff and subcontractors against all claims, losses, fines, penalties, costs and reasonable legal fees arising from: (a) your materials, products, services or website content; (b) instructions you give us or content you approve; (c) your breach of law, sector advertising rules or platform terms; (d) your use of personal data, including any lack of notice or consent; or (e) your breach of these Terms. We will notify you of the claim and let you control its defence, at your cost, with counsel reasonably acceptable to us.

/15 Limits on Mr.Ooi's liability

To the maximum extent permitted by law: - Excluded losses. Mr.Ooi is not liable for any loss of profit, revenue, business, sales, rankings, traffic, leads, goodwill, reputation, data or anticipated savings, or for any indirect, special, incidental, consequential or punitive loss, however caused. - Platforms and third parties. Mr.Ooi is not liable for any action or change by a search engine, AI assistant, social platform, ad network, host, CMS, plugin or app (including algorithm updates, manual actions, ad disapprovals, account suspensions or outages), or for loss caused by your systems, your other suppliers or the lack of a backup. - Cap. Mr.Ooi's total aggregate liability arising out of or relating to all engagements under these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the fees actually paid by you for the specific services giving rise to the claim in the 3 months before the event giving rise to it. - Time limit. Any claim against Mr.Ooi must be notified in writing within 6 months of the event giving rise to it and started within 12 months, or it is waived, to the extent the law allows such a limit. - What is never limited. Nothing in these Terms limits liability for fraud, death or personal injury caused by negligence, or any liability that the law does not allow to be limited. Your obligation to pay fees and your indemnity are not limited.

/16 Term, suspension and termination

• Mr.Ooi may terminate an engagement immediately by written notice if you fail to pay any amount within 30 days of its due date, breach clause 4 or the Acceptable Use Policy, become insolvent, or act in a way that harms Mr.Ooi's reputation or staff.
• You may terminate for Mr.Ooi's material breach that is not remedied within 30 days of a detailed written notice.
• On termination for any reason: all unpaid fees, fees for work in progress and any amount due under clause 8 become immediately payable; we deliver paid-for deliverables; we remove our access to your systems within 7 days; and clauses 7, 8, 10, 11, 13 to 15, 17 and 19 survive.

/17 Non-solicitation of staff

During any engagement and for 12 months after it ends, you will not, directly or through others, employ or engage any Mr.Ooi employee or contractor who worked on your account. If you do, you will pay Mr.Ooi a placement fee equal to 25% of that person's first-year annual remuneration, as a reasonable estimate of recruitment and training costs. General job advertisements not targeted at Mr.Ooi staff are allowed. This clause applies only to the extent permitted by local law.

/18 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages or changes at platforms and providers, internet failures, cyber attacks not caused by its negligence, government action, epidemics, natural disasters, war and civil unrest. Payment obligations for work already done are not suspended.

/19 General

• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or a successor business, and subcontract work, on notice to you.
• Entire agreement. These Terms and the documents in clause 2 are the entire agreement and replace all earlier proposals and discussions. You have not relied on any statement not written in them.
• Changes. We may update these Terms with 30 days' notice by email; changes apply to existing engagements from the next renewal or billing period. Earlier versions stay in the Legal Archive.
• Waiver and severability. A delay in enforcing a right is not a waiver. If a clause is unenforceable, it is limited to the extent necessary and the rest continues.
• Third parties. No one other than the parties has rights under these Terms.
• Notices. Notices to Mr.Ooi must be sent to hello@mrooi.com and the registered address on Company Information.

/20 Governing law and disputes

The parties will first try to settle any dispute through senior representatives within 30 days. After that, the law, arbitration rules and seat in your country addendum apply: India · United States · Malaysia · Singapore · Australia. For clients in other countries, these Terms are governed by the laws of India, with arbitration seated in Hyderabad under the Arbitration and Conciliation Act 1996. Mr.Ooi may in any case seek urgent injunctive relief or recover unpaid fees in any court with jurisdiction over you.