Master Service Agreement

Section 1: Subscription Term, Activation & Client Content Delays

• 1.1 Service Commencement: The 12-month contract period and subscription billing cycle activate immediately upon receipt of the initial payment/setup fee ("Effective Date").
• 1.2 Strict Renewal Timelines: The annual renewal date is permanently fixed 365 days from the Effective Date. The subscription schedule will not be extended, paused, or delayed due to client-side delays in supplying copy, logos, images, or approval feedback.
• 1.3 Incomplete Asset Provision: Clients are responsible for providing all necessary media and copy. If required content is not provided within 60 days of the Effective Date, the agency reserves the right to populate the design framework with standard business placeholder text and publish the site to fulfill initial onboarding obligations.
• 1.4 Subscription Rate Lock: The agreed monthly subscription price is locked for the active duration of the contract, guaranteeing zero hidden price hikes during active billing cycles.

Section 2: Design Assets & Software Intellectual Property

• 2.1 Client Brand Ownership: The Client retains full ownership of their registered domain name, trademarks, proprietary text, and supplied visual assets.
• 2.2 Design & Open-Source Infrastructure: Websites are developed using open-source content management systems (including WordPress) and commercial theme/plugin frameworks (including Astra Pro or Elementor Pro). The agency grants the Client full usage rights to the website layout and content structure for the duration of the active subscription. Commercial plugin licenses paid for by the agency remain the property of the agency and are active only while the subscription is maintained in good standing.
• 2.3 Outbound Migration Policy: Should the Client choose to cancel or non-renew their subscription, the agency will provide site export files or server access to facilitate migration. Outbound site migrations must be completed by the Client within seven (7) calendar days of receiving access, after which server instances are decommissioned.

Section 3: Scope of Work, Server Integrity & Plan Z Content Strategy

• 3.1 Service Scope: Packages encompass business presentation websites, managed VPS hosting, firewall security, search engine optimization (SEO), and AI schema structures. E-commerce platforms, custom web applications, or custom software builds are explicitly excluded unless quoted separately under an independent scope of work.
• 3.2 Revision Caps:
  • Plan X: Includes one (1) round of minor layout adjustments based on client-provided content.
  • Plan Y: Includes up to three (3) iterative feedback rounds during initial staging.
  • Plan Z: Includes ongoing custom design refinements and page scaling during the staging process.
• 3.3 Plan Z Knowledge Base Strategy: Under Plan Z, the baseline production target is a minimum of 2 custom knowledge base articles/updates per month.
  • Co-Created Content: If the Client provides initial raw notes, industry context, or topic guidance, the agency will polish, keyword-optimize, and structure the content for optimal search engine and AI bot indexing.
  • Fallback AI Content: If the Client fails to provide raw content or context, the agency will deploy AI-generated placeholder articles to maintain publishing consistency. The Client acknowledges that fully AI-generated articles without unique client insights yield significantly lower search authority, branding impact, and search engine ranking power.
• 3.4 Server Security Compliance & Breach of Instructions: To protect the overall VPS server environment, email delivery reputation, and shared network integrity, the Client must comply with all operational and security instructions issued by the agency (e.g., enforcing 12+ character strong email passwords, immediate removal of infected attachments, or ceasing unauthorized bulk emailing).
  • Immediate Termination Right: If the Client fails or refuses to follow critical security instructions resulting in server blacklisting, IP degradation, or security risks, the agency reserves the right to immediately terminate the account without notice, without refund, and without liability.

Section 4: Dedicated Manual Invoicing, Suspension & Domain Forfeiture

• 4.1 Manual Invoice Generation: Invoices are manually reviewed and generated by our team 30 days prior to the annual/monthly renewal date. This ensures dedicated personal account handling, review of service requirements, and uninterrupted VPS hosting and security maintenance.
• 4.2 Payment Terms & Grace Period: Payments are due strictly on or before the invoice due date. A seven (7) day grace period is granted for late payments.
• 4.3 Temporary Suspension (Day 8): If an invoice remains unpaid on Day 8 following the due date, the website, SSL certificate, VPS server environment, and associated email services will be temporarily suspended.
• 4.4 Domain Non-Renewal & Permanent Termination (Day 30): Accounts remaining unpaid after thirty (30) days will be permanently terminated.
  • Domain Loss: In the event of non-payment by the domain renewal deadline, the agency will not renew the domain name on behalf of the Client. The domain will be allowed to expire, lapse, or be released to the public registry. The agency assumes zero financial or legal liability for the loss, third-party acquisition, or redemption costs of forfeited domains.
  • Data Deletion: All hosted database files, staging environments, and backup archives stored on the VPS will be permanently deleted.

Section 5: Disclaimers, Performance Limits & Liability Protection

• 5.1 No Search Engine or AI Placement Guarantees: While the agency applies industry-standard On-Page SEO, Schema markup, and AI indexing optimization (AEO/GEO), search engine and AI algorithm updates (including Google, ChatGPT, Gemini, and Anthropic) are entirely third-party controlled. The agency makes no promises or guarantees regarding specific rank placements, indexing speeds, or AI citation placements.
• 5.2 No Business ROI or Lead Guarantees: The agency provides digital infrastructure, design, and optimization services. The agency expressly disclaims any warranties or guarantees regarding lead generation volume, sales conversion rates, website traffic, or financial return on investment (ROI).
• 5.3 Best-Effort Security & Liability Cap: Security measures (firewalls, SSL encryption, malware monitoring, automated backups) are implemented as standard best-effort hardening protocols. No web asset can be guaranteed 100% immune to emerging cyber threats or server outages. In the event of a security breach or technical failure, liability is strictly limited to attempting to restore the website from the most recent clean automated backup.
• 5.4 Maximum Legal Liability: To the maximum extent permitted by law, the agency's total aggregate financial liability to the Client for any claim arising from or related to these services shall not exceed the total subscription fees paid by the Client to the agency in the one (1) month immediately preceding the event giving rise to the claim.
• 5.5 Indemnification: The Client guarantees that all provided text, images, logos, and materials do not violate third-party copyright or intellectual property laws. The Client agrees to indemnify, defend, and hold harmless the agency from any legal claims, liabilities, or expenses resulting from media supplied by the Client.

Section 6: Governing Law

This agreement is governed by and construed in accordance with the laws of Malaysia (including the Contracts Act 1950 and the Electronic Commerce Act 2006). Any disputes arising under these terms shall be subject to the exclusive jurisdiction of the courts of Malaysia.