Terms of Service

These Terms of Service (the "Terms") govern your use of the services provided by Scalux Ltd, a company registered in England & Wales under company number

By signing an Order Form, paying an invoice, or otherwise engaging us to deliver Services, you ("Client", "you", "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

Account Manager

the named individual on our team who acts as your primary point of contact and is responsible for delivering the Services.

Ad Platforms

third-party advertising platforms on which we manage campaigns, including Google Ads, LinkedIn Ads, Microsoft Advertising, Meta, and any others agreed in writing.

Ad Spend

the budget paid by you directly to Ad Platforms to fund advertising campaigns. Ad Spend is separate from our Fees.

Client Materials

any creative assets, content, brand guidelines, customer data, or other materials provided by you for use in the Services.

Fees

the monthly fees payable for the Services, as set out in your Order Form.

Order Form

the document, proposal, or online checkout that sets out the specific Services, Plan, and Fees agreed between us.

Plan

the service tier you have selected (currently Founding Partner, Scale, or Premium), as set out on our website or in your Order Form.

Services

the paid advertising management services described in Section 3 and the Order Form.

These Terms, together with your Order Form, our Privacy Policy, and any Data Processing Agreement signed between us, form the entire agreement between you and Scalux. If there is any conflict, the Order Form takes precedence over these Terms.

We may update these Terms from time to time. Material changes will be notified to you by email at least 30 days before they take effect. Continued use of the Services after that period constitutes acceptance.

Scalux provides fully managed paid advertising services for B2B SaaS companies. Depending on your Plan, the Services include:

• Strategy, planning, and campaign architecture across the Ad Platforms covered by your Plan
• Campaign setup, launch, and ongoing optimisation
• Audience research and targeting
• Ad copy and creative direction (production of creative assets is included where stated in the Order Form)
• Conversion tracking, UTM setup, and basic attribution support
• Regular reporting at the cadence set out in your Plan
• Access to a dedicated Account Manager

The specific Ad Platforms covered, reporting frequency, and any additional services are defined in your Order Form. We will use reasonable skill and care in delivering the Services in line with industry best practice.

Each Client is assigned a named Account Manager who serves as your day-to-day contact, leads strategy and reporting, and coordinates execution within our team.

We may, at our discretion, change your Account Manager (for example, due to staff changes or to better match your account's needs). We will notify you in advance where reasonably possible and ensure continuity of service during any transition.

Your Account Manager is supported by specialists across our team. We may also engage approved subcontractors or freelancers to deliver specific elements of the Services. We remain responsible for their performance and for ensuring they are bound by appropriate confidentiality and data protection obligations.

To deliver the Services, you will need to provide us with:

• Administrative or manager-level access to the relevant Ad Platforms, analytics tools, and conversion tracking infrastructure
• Brand guidelines, product information, customer personas, and any other context required to brief campaigns
• A nominated point of contact with authority to approve campaigns, creative, and budget changes
• Timely responses to onboarding questionnaires and approval requests

We will begin substantive campaign work once onboarding is complete. Delays in providing access or information may extend timelines. We are not liable for delays caused by incomplete or delayed onboarding.

You are responsible for:

• Ad Platform accounts — You own and control your Ad Platform accounts. We act on your behalf within them.
• Ad Spend — You pay Ad Spend directly to the Ad Platforms using your own billing method. We do not collect, hold, or invoice for Ad Spend.
• Compliance — You are responsible for the legality and accuracy of the products and services you advertise, your website, and any Client Materials. Campaigns must comply with applicable laws and the policies of each Ad Platform.
• Approvals — You are responsible for reviewing and approving campaigns, creative, and material changes within reasonable timeframes.
• Customer data — Where you provide customer data for use in audiences (e.g. customer match lists), you are responsible for ensuring you have the necessary rights and consents to use that data for advertising.
• Cooperation — Providing timely access, feedback, approvals, and information needed to deliver the Services.

We do not provide Services to clients in the following sectors or for the following purposes:

• Adult content, gambling, or weapons
• Misleading, fraudulent, or deceptive products or claims
• Anything prohibited by applicable law or the Ad Platforms' policies

We reserve the right to refuse or terminate Services where, in our reasonable judgement, the work falls outside our acceptable use criteria or risks reputational, legal, or platform-policy harm.

8.1 Fees

Fees are set out in your Order Form and are payable monthly in advance. Fees are exclusive of VAT, which will be added at the prevailing rate where applicable.

8.2 Fixed pricing

Our Fees are fixed monthly amounts. We do not charge a percentage of Ad Spend, performance fees, or platform mark-ups.

8.3 Invoicing

We invoice on the first business day of each month. Invoices are payable within 14 days unless otherwise agreed in your Order Form.

8.4 Late payment

If an invoice is more than 14 days overdue, we may suspend the Services on 7 days' written notice. Overdue amounts may accrue interest at 4% above the Bank of England base rate, calculated daily, in line with the Late Payment of Commercial Debts (Interest) Act 1998.

8.5 Fee changes

We may change the Fees on at least 60 days' written notice. If you do not accept the change, you may terminate by giving notice before the new Fees take effect, with no further liability beyond Fees already due.

8.6 Refunds

Fees are non-refundable except where required by law or expressly agreed in writing.

You pay Ad Spend directly to the Ad Platforms. We do not handle, hold, or invoice for Ad Spend. We will recommend monthly Ad Spend levels and notify you of any material changes, but final budget decisions are yours.

We are not responsible for:

• Charges incurred on your Ad Platform accounts
• Disputes between you and the Ad Platforms
• Account suspensions, disapprovals, or policy enforcement decisions made by Ad Platforms
• Refunds or credits owed by Ad Platforms

We will assist with reasonable platform-related queries as part of the Services.

10.1 Term

The Services begin on the start date set out in your Order Form and continue on a rolling monthly basis until terminated.

10.2 Termination for convenience

Either party may terminate by giving 30 days' written notice. We will continue to deliver the Services during the notice period, and Fees remain payable up to the effective date of termination.

10.3 Termination for cause

Either party may terminate immediately by written notice if the other:

• Commits a material breach that is not remedied within 14 days of written notice; or
• Becomes insolvent, enters administration, or ceases to trade.

10.4 Effect of termination

On termination:

• We will deliver a final report covering the most recent reporting period
• We will return or remove our access to your Ad Platform accounts within 5 business days
• Each party will return or destroy the other's Confidential Information on request
• Fees accrued up to the termination date remain payable
• Sections that by their nature should survive termination (including confidentiality, IP, liability, and governing law) will continue to apply

11.1 Best efforts

We will use reasonable skill and care to deliver the Services in line with industry best practice. We will work towards the goals agreed in your Order Form and reporting cadence.

11.2 No guarantee of results

Paid advertising performance depends on many factors outside our control, including market conditions, competitor activity, Ad Platform algorithms and policies, your product and pricing, your website, and your sales process. We do not guarantee specific results, leads, conversions, revenue, ROAS, CPL, or pipeline outcomes. Any forecasts, projections, or examples we share are illustrative and not commitments.

11.3 Ad Platform changes

Ad Platforms regularly change their features, policies, pricing, and algorithms. We will adapt the Services as reasonably required, but we are not liable for the impact of Ad Platform changes on campaign performance.

11.4 Other warranties

Except as expressly set out in these Terms, all other warranties, conditions, and representations (whether express or implied) are excluded to the fullest extent permitted by law.

12.1 Client Materials

You own and retain all rights in your Client Materials. You grant us a non-exclusive licence to use Client Materials for the purpose of delivering the Services.

12.2 Deliverables

Subject to payment of Fees, you own the campaigns, ad copy, and creative assets created specifically for you under the Services ("Deliverables"). We assign to you all rights in the Deliverables on full payment of the relevant Fees.

12.3 Our IP

We retain all rights in our methodologies, frameworks, internal tools, templates, dashboards, software, and know-how, including any improvements developed in the course of delivering the Services. Nothing in these Terms transfers ownership of our IP to you.

12.4 Aggregate and anonymised data

We may use anonymised, aggregated performance data from your campaigns to improve our Services and internal tooling, provided no such data identifies you or your customers.

12.5 Feedback

If you provide suggestions, ideas, comments, or feedback about the Services or our internal tools ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that Feedback for any purpose, including to improve our Services and develop new products. We are not obliged to act on Feedback or compensate you for it.

12.6 Marketing references

With your prior written consent (which may be given by email), we may identify you as a client and use your name and logo on our website, in pitch materials, and in case studies.

Each party agrees to keep confidential any non-public information disclosed by the other in connection with the Services ("Confidential Information"), including pricing, strategy, customer data, financials, and product roadmaps. Each party will protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information may only be used for the purposes of delivering or receiving the Services, and may only be disclosed to employees, contractors, and advisers who need to know it and are bound by equivalent obligations.

These obligations continue for 3 years after termination of the Services. They do not apply to information that is publicly available, independently developed, or required to be disclosed by law (in which case the disclosing party will be notified where lawful).

The parties' respective roles and obligations regarding personal data are set out in our Privacy Policy and the Data Processing Agreement (DPA) entered into between us as part of onboarding.

In summary:

• Where we process personal data within your Ad Platform accounts on your behalf (for example, lead form submissions, customer match audiences), we act as a data processor and you are the data controller.
• Where we process personal data about you and your representatives for our own purposes (e.g. account administration, billing), we act as a data controller.

The DPA governs our processor obligations and takes precedence over these Terms in respect of personal data processing.

15.1 Uncapped liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

15.2 Excluded losses

Subject to Section 15.1, neither party is liable for: loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, or any indirect or consequential losses, however arising.

15.3 Cap on liability

Subject to Sections 15.1 and 15.2, each party's total aggregate liability arising out of or in connection with these Terms — whether in contract, tort (including negligence), or otherwise — is limited to the total Fees paid by the Client in the 3 months immediately preceding the event giving rise to the liability.

15.4 Ad Spend

For the avoidance of doubt, we are not liable for Ad Spend losses or for the performance outcomes of campaigns funded by Ad Spend.

You will indemnify and hold us harmless against any third-party claims, losses, or damages arising from:

• Your breach of these Terms
• The legality or accuracy of your products, services, website, or Client Materials
• Your use of customer data in advertising audiences without the necessary rights or consents
• Your violation of Ad Platform policies or applicable laws

We will indemnify you against third-party claims that the Deliverables (excluding Client Materials and any modifications made by you or third parties) infringe a third party's intellectual property rights, provided you notify us promptly and let us control the defence and any settlement.

We may suspend the Services on written notice if:

• An invoice is more than 14 days overdue
• You materially breach these Terms and have not remedied the breach within a reasonable time
• Continued delivery would expose us to legal, regulatory, or platform-policy risk

Suspension does not relieve you of the obligation to pay Fees during the suspension period unless we have terminated the Services.

Neither party is liable for any failure or delay in performance caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, government action, strikes, internet or platform outages, pandemic, or any third-party infrastructure failure. The affected party will use reasonable efforts to mitigate the impact and resume performance as soon as possible.

19.1 Notices

Notices under these Terms must be sent by email to the addresses set out in the Order Form (or, for Scalux, to vivek@scalux.ai) and are deemed received the next business day.

19.2 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of substantially all of our assets.

19.3 Subcontracting

We may subcontract any part of the Services. We remain responsible for the performance of our subcontractors.

19.4 No partnership

Nothing in these Terms creates a partnership, joint venture, agency relationship, or employment relationship between the parties.

19.5 Third party rights

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

19.6 Severability

If any provision is held invalid or unenforceable, the rest of these Terms will remain in effect.

19.7 Waiver

A failure or delay by either party to enforce any provision of these Terms is not a waiver of that provision or of the right to enforce it later. A waiver of any breach is not a waiver of any subsequent breach.

19.8 Entire agreement

These Terms, the Order Form, the Privacy Policy, and any DPA constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

19.9 Variation

Any variation must be in writing and agreed by both parties (email is sufficient).

19.10 Governing law

These Terms are governed by the laws of England and Wales.

19.11 Jurisdiction

The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, except that we may bring proceedings to enforce payment in any jurisdiction where you have assets.

For any questions about these Terms, contact:

Email: vivek@scalux.ai

These terms were last reviewed on 29 April 2026.