Terms and Conditions

1. Definitions

• “Client” is the company named in the Quotation.

• “Services” are the services described in the Quotation.

• “Initial Term” is the term length stated in the Quotation.

• “Fees” are the agency fees payable monthly, quarterly, half-yearly, or annually as specified in the Quotation, exclusive of taxes.

• “Media Buy” is the committed media investment payable to Primal for ad buying.

• “Advertising/Marketing Platforms” means Google, Facebook, LinkedIn, Instagram, TikTok, LINE, and similar third-party platforms used to deliver the Services.

• “Performance Guarantees” are the conditions set out in Schedule A and Schedule B, published at https://www.primal.com.my/guarantees/, applicable only where the Quotation states they are included.

• “Setup Fee” is the one-time setup and onboarding investment specified in the Quotation. The Setup Fee may be set at zero, paid upfront, waived, or deferred — the Quotation is the controlling document for which applies.

• “Personal Data” has the meaning given under the Personal Data Protection Act 2010 (Malaysia).

2. Term and Acceptance

The Services begin on the Agreement Start Date in the Quotation and continue for the Initial Term. After the Initial Term, this Agreement rolls month-to-month until either party terminates with 30 days’ written notice.

This Agreement is formed when the Client either (a) replies to the Quotation email with an unambiguous statement of acceptance (such as “Please proceed”, “Approved”, “Confirmed”, or words of similar effect), or (b) makes payment of the first invoice. Both methods bind the Client to the version of these Terms cited in the Quotation. Future updates to these Terms do not apply retroactively to existing Agreements.

Renewal Notice. Not less than sixty (60) days before the end of the Initial Term, Primal will send the Client written notice confirming the upcoming end of the Initial Term and the proposed terms for continuation (the “Renewal Notice”). The Client has thirty (30) days from the date of the Renewal Notice to (a) confirm continuation, (b) request changes to scope or pricing, or (c) notify Primal that the Agreement will end at the conclusion of the Initial Term. If the Client does not respond within that period, the Agreement automatically continues on a month-to-month basis at the existing Fees, terminable by either party on 30 days’ written notice.

3. Fees and Payment

Fees are payable in advance per the cycle in the Quotation. Invoices are settled by wire transfer or cheque. The Client pays Fees in full, without offset, deduction, or counterclaim.

Where the Quotation specifies a Setup Fee, it is invoiced and payable per the timing stated in the Quotation. Setup Fees that have been paid are non-refundable.

If an invoice remains unpaid 30 days after the due date, Primal may suspend or terminate the Services, and default interest of 15% per annum accrues on the overdue balance until paid in full.

The Client bears all bank charges and currency exchange costs.

4. Early Termination

If the Client terminates the Services within the Initial Term without cause arising under the Performance Guarantees, the Client must provide 30 days’ written notice. Fees continue at the normal billing cycle through the notice period, and within 14 days of the effective termination date:

• (a) any Setup Fee specified in the Quotation that was waived or deferred becomes immediately due and payable; and

• (b) any Setup Fee already paid is retained by Primal in full and is non-refundable.

Where the Quotation specifies no Setup Fee (or a zero Setup Fee), an early termination charge equal to two (2) times the monthly management Fees applies, in addition to the Fees due during the 30-day notice period. This charge reflects the substantial upfront setup and onboarding work that Primal carried out but did not bill, in consideration of the Client’s commitment to the Initial Term.

Either party may terminate with immediate effect, on 30 days’ written notice, for material breach by the other party of an express obligation under this Agreement, that is not cured within 15 days of written notice. For the avoidance of doubt, performance of the Services not generating specific business outcomes (including sales, revenue, profit, traffic, or business growth) is not a material breach, given Primal makes no warranty as to such outcomes (Clause 11). The exclusive remedies for performance shortfalls are those set out in Clause 5 and the published Performance Guarantees.

Either party may terminate with immediate effect on bankruptcy, liquidation, receivership, or similar exceptional circumstances of the other party.

Primal may also terminate the Services with written notice if any of the following occurs:

• (a) the Client fails to respond to Primal’s reasonable requests for approvals, content, access, or information within ten (10) business days;

• (b) the Client refuses to pay additional fees for out-of-scope work that the Client has approved; or

• (c) the Client has more than one (1) outstanding invoice in arrears.

In any termination by Primal under the preceding paragraph, the Client remains liable for Fees through the notice period and any Setup Fee under the catch-all provisions of this Clause 4.

Termination does not release any party from obligations that survive termination by their nature (Confidentiality, Non-Solicitation, Non-Disparagement, Data Protection, accrued payment obligations).

5. Performance Guarantees

The Performance Guarantees available for each service line are published at https://www.primal.com.my/guarantees/. Schedule A covers Performance Marketing and Schedule B covers ElevateSEO™. A Schedule forms part of this Agreement only where the Quotation states it is included. Where the Quotation does not reference a Schedule, that Schedule does not apply to this Agreement.

6. Liability

To the extent permitted by law, neither party is liable to the other for consequential loss (including lost profits, lost revenue, lost business opportunity, or anticipated savings) arising from a breach of this Agreement.

Primal’s total liability under this Agreement is capped at the higher of: the Fees payable during the Initial Term, or the total outstanding Fees, plus out-of-pocket expenses advanced by Primal (including Media Buys) and default interest.

7. Use of Logo and Results

The Client authorises Primal to use the Client’s logo and the results of the Services in Primal’s marketing materials. This use is not a breach of confidentiality or any non-disclosure obligations between the parties.

8. Confidentiality

Each party keeps the other party’s Confidential Information confidential and uses it only for purposes of this Agreement. This obligation survives termination.

9. Non-Solicitation

For the duration of the Services and for one (1) year after termination, the Client will not directly or indirectly employ or solicit for employment any Primal employee then employed by Primal.

10. Data Protection (PDPA 2010)

The Client is the data controller and Primal is the data processor for any Personal Data processed under this Agreement, in accordance with the Personal Data Protection Act 2010 (Malaysia) and its amendments.

The Client authorises Primal to disclose Personal Data to third-party service providers and Advertising/Marketing Platforms as necessary to deliver the Services. Primal maintains adequate internal data protection measures and will action reasonable Personal Data deletion or information requests within reasonable timeframes.

11. Acknowledgements

The Client acknowledges that:

• Primal makes no warranty that the Services will generate any specific increase in sales, profits, or other business outcomes.

• Performance is dependent on third-party platforms whose policies and processes may change at any time, affecting results.

• No software or internet service is guaranteed to be 100% reliable. Primal is not liable for outages or failures of underlying software, hardware, or networks.

• Primal has no obligation to provide the Client with access to accounts on Advertising/Marketing Platforms that Primal created to deliver the Services.

• Where the Client uses an account they themselves created, the Client will not make changes to that account during the Initial Term. Primal is not liable for performance issues arising from such changes.

• Primal may reallocate Media Buy between platforms with the Client’s approval to improve performance.

• The Client will not contact third parties engaged by Primal as part of the Services during the Initial Term.

12. Operational Conditions

Where the Services involve digital file conversion, stock media licensing, or the use of Client-supplied physical products in production (photography, video shoots, and similar), additional operational conditions apply and are provided by Primal on request before the relevant work commences.

13. Dispute Resolution

Any dispute arising under or in connection with this Agreement is first addressed by good-faith negotiation between senior representatives of each party, commenced within fourteen (14) days of written notice of the dispute by one party to the other.

If the dispute is not resolved within thirty (30) days of commencement of negotiations, the parties agree to mediation in Kuala Lumpur under the rules of the Asian International Arbitration Centre (AIAC).

If the dispute is not resolved within a further sixty (60) days of commencement of mediation, the dispute is referred to and finally resolved by arbitration under the AIAC Arbitration Rules. The seat of arbitration is Kuala Lumpur, the language of arbitration is English, and the number of arbitrators is one.

Notwithstanding the existence of any dispute, both parties continue to perform their respective obligations under this Agreement, including payment of any Fees that are not the subject of the dispute.

14. General

• (a) This Agreement may be executed in counterparts, including by electronic signature or by acceptance via email, each of which is of equal effect.

• (b) If any provision is invalid, illegal, or unenforceable, it is modified to the minimum extent necessary to be valid, or if not possible, deleted. The rest of the Agreement remains in effect.

• (c) This Agreement and the Quotation constitute the entire agreement between the parties on the subject matter, and supersede all prior agreements, promises, or representations.

• (d) Save for amendments to the Quotation as agreed between the parties, this Agreement may only be amended in writing by both parties.

15. Governing Law

This Agreement is governed by the laws of Malaysia. Any dispute arising under this Agreement is subject to the exclusive jurisdiction of the Malaysian courts, subject to the dispute resolution process in Clause 13.

16. Non-Disparagement

Neither party will make any defamatory or disparaging statements about the other party (or its officers, employees, or services) to any third party, including on social media, public reviews, or any public forum, except as required by law or in proceedings to enforce this Agreement.