1. Agreement to Terms

By engaging Subay for any service — whether through our website, email, or any other channel — you agree to be bound by these Terms of Service. These Terms constitute the entire agreement between you (the Client) and Subay and supersede any prior discussions, proposals, or understandings.

These Terms apply to all services provided by Subay, including Website Development, AI Solutions, Paid Ads (Meta & Google), and Social Media Management.

2. Services

2.1 Website Development

Subay will design and develop a website in accordance with the scope agreed upon during the strategy call or written proposal. All project details, deliverables, and timelines will be confirmed in writing before work begins.

2.2 AI Solutions

Subay will design, build, and deploy custom AI systems including but not limited to chatbots, lead automation workflows, and operational automation tools. Scope and deliverables will be confirmed in writing before work begins.

2.3 Paid Ads — Meta & Google

Subay will manage advertising campaigns on Meta (Facebook and Instagram) and Google platforms on behalf of the Client. Campaign strategy, budget allocation, and performance targets will be agreed upon before launch.

2.4 Social Media Management

Subay will manage the Client's social media presence, including content creation, scheduling, community engagement, and performance reporting across agreed platforms.

2.5 Account Ownership and Access

All accounts used in the delivery of Subay's services — including but not limited to advertising accounts, social media profiles, tracking pixels, analytics properties, tag managers, Google Business profiles, and any associated platform assets — belong to the Client at all times. Subay does not claim ownership of any Client account, platform profile, or associated data at any point during or after the engagement.

• Access model: Where platforms allow it, Subay will request access to Client accounts using Subay's own agency or business account. This is the preferred method and avoids the need to share login credentials.
• Credential-based access: In cases where a platform does not support agency-level access, or where technical limitations require it, the Client may share their own login credentials with Subay for the purpose of managing the agreed services. In these cases:
  • The Client is responsible for sharing credentials through a secure channel.
  • Subay will use those credentials solely for the delivery of the agreed services.
  • Subay will not store Client credentials beyond what is operationally necessary for active service delivery.
  • The Client should change their credentials at any time they consider appropriate, including at the end of the engagement.
• End of engagement: Upon termination of any service, Subay will relinquish all access to Client accounts — whether held via agency connection or credential-based login — as part of the standard handover process. The Client is responsible for removing Subay's access from any platform that does not automatically revoke it upon disconnection.

Subay is not liable for account performance, platform penalties, policy violations, or any other issues arising on Client accounts outside of the active engagement period, or caused by actions taken on those accounts by the Client or any third party.

2.6 Scope Changes

The scope of each engagement is defined during the strategy call or written proposal and confirmed before work begins. This includes the deliverables, platforms, revision rounds, timelines, and strategic direction agreed upon at the outset.

A scope change is any request that falls outside what was originally agreed. This includes but is not limited to:

• Additional pages, platforms, campaigns, or content pieces not in the original scope
• Revision rounds beyond the number included in the agreed service
• Changes to the strategic direction, offer, audience, or core message after work has begun
• New features, integrations, or technical requirements not covered in the original brief

Scope changes are not automatically included in the existing agreement. Any request that constitutes a scope change will be assessed by Subay and may require a separate quote, a revised timeline, or both before work proceeds. Subay will communicate this clearly and will not begin out-of-scope work without written agreement from the Client.

Requests for scope changes do not void or replace the original Terms. Both the original agreement and any written scope additions remain in effect simultaneously.

3. Payment Terms

3.1 Website Development & AI Solutions — Milestone Payments

Projects are billed across three milestones:

• 40% Deposit — due before work begins. Covers the research, strategy, UI/UX design, and project planning phase.
• 40% Development Milestone — due once the staging environment is functional. Code is complete and the site is live in a staging environment for review.
• 20% Launch Fee — due after final QA and testing, and prior to the official go-live date.

3.2 Paid Ads & Social Media Management — Retainer Payments

Ongoing services are billed monthly. Management fees are invoiced at the start of each service month and are due upon receipt.

Ad budgets for Paid Ads services are separate from management fees and are paid directly to the advertising platforms (Meta, Google) by the Client or as otherwise agreed.

3.3 Late Payments

If any payment is not received within 14 days of the due date, Subay reserves the right to pause all active work until the outstanding balance is settled. Subay is not liable for any delays, losses, or missed opportunities resulting from a work pause due to non-payment.

4. Cancellation & Refund Policy

4.1 Website Development & AI Solutions

All deposit and milestone payments are non-refundable once work has commenced. These payments cover the research, strategy, and labour hours invested up to each milestone.

If the Client cancels the project after the initial deposit has been paid, Subay will retain the full deposit as a Kill Fee. All completed files and deliverables paid for by that deposit will be handed over to the Client in their current state.

If the Client cancels after the Development Milestone payment has been made, the completed work up to that point will be delivered as-is. The Launch Fee will not be charged.

4.2 Paid Ads — Meta & Google

Either party may cancel the Paid Ads management service with 30 days written notice. This notice period serves as a transition window during which Subay will wrap up active tests, export all performance reports, and ensure the ad account is cleanly handed over.

The management fee for the final month of service (the notice period) remains due in full. The Client will receive complete support and campaign optimisation until the final day of the 30-day window.

Ad budget already spent on the advertising platforms is non-refundable, as those funds are consumed in real time by the platforms.

4.3 Social Media Management

Either party may cancel the Social Media Management service with 30 days written notice. This window allows Subay to complete the current content calendar, continue community engagement, organise all creative assets, and provide a final performance report and clean account handover.

The management fee for the final month (the notice period) remains due in full. Any remaining ad budget in the social ad account belongs to the Client.

4.4 Progress Guarantee

Subay does not offer a traditional money-back guarantee due to the custom and labour-intensive nature of the work. Instead, all project services operate on a milestone-based approval process. Subay will not proceed to the next phase of a project until the Client has reviewed and approved the previous phase.

4.5 Subay-Initiated Cancellation or Pause

In the rare event that Subay must pause or cancel a project on its end (due to illness, force majeure, or unforeseen capacity constraints), Subay will:

• Provide the Client with as much advance notice as reasonably possible.
• Issue a pro-rated refund for any work that has been paid for but not yet delivered.
• Deliver a complete handover package of all files, code, assets, and notes created up to that point.

5. Intellectual Property & Ownership

5.1 Client Ownership Upon Full Payment

Upon receipt of all agreed payments, the Client owns all deliverables produced by Subay for that project, including website files, code, designs, and AI workflow configurations, unless otherwise agreed in writing.

5.2 Ownership During the Project

Subay retains ownership of all work in progress until full payment has been received. Clients do not have the right to use, publish, or distribute any deliverable until it has been paid for in full.

5.3 Third-Party Assets

Any third-party assets used in a project — including stock images, fonts, plugins, and software — remain subject to their respective licence agreements.

5.4 Portfolio Rights

Subay reserves the right to display completed work in its portfolio and marketing materials unless the Client explicitly requests confidentiality in writing.

6. Client Responsibilities

The Client agrees to:

• Provide all required content, assets, logins, and approvals in a timely manner.
• Ensure that all content and materials provided to Subay are owned by the Client.
• Provide accurate and complete information during onboarding and throughout the project.
• Review and respond to milestone deliverables within a reasonable timeframe (typically 7 business days).
• Compliance responsibility: The Client is solely responsible for ensuring that their business, products, services, offers, and any content or claims provided to Subay are lawful, accurate, and compliant with all applicable laws and platform policies.

Subay is not responsible for independently verifying the legality or regulatory compliance of the Client's business or offers.

7. Limitation of Liability

Subay's total liability for any claim arising out of or related to these Terms or any service shall not exceed the total fees paid by the Client for the specific service giving rise to the claim.

Subay is not liable for loss of revenue, profits, or results from Paid Ads/Social Media campaigns, as performance depends on platform algorithms and market conditions outside of Subay's control.

8. Confidentiality

Both parties agree to keep confidential any proprietary information shared during the course of the engagement. This obligation survives the termination of these Terms.

9. Modifications to Terms

Subay reserves the right to update these Terms at any time. Continued use of Subay's services after notification constitutes acceptance of the updated Terms.

10. Governing Law & Dispute Resolution

These Terms are governed by generally accepted commercial principles applicable to international service agreements. In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation.

11. Contact

For questions regarding these Terms, contact Subay at:

• Email: hello@subay.dev
• Phone / WhatsApp: +639082395986
• Address: Corner Evangelista St, Lopez Jaena St, Iloilo, Philippines
• Website: subay.dev