Terms of Service

1.1 Applicability

• These Terms apply to all services provided by Rozzario unless explicitly replaced by a signed written agreement.

1.2 Contractual Documents

• Proposal / Quotation
• Statement of Work (“SOW”)
• Service Schedule / Addendum
• These Master Terms of Service
• Data Processing Agreement (“DPA”), if applicable

1.3 Order of Precedence

• Signed SOW or Proposal
• Service Schedule / Addendum
• These Master Terms of Service

1.4 Conflicting Terms

• Any conflicting or additional terms proposed by the Client are rejected unless expressly agreed in writing by Rozzario.

• Services: Any creative, technical, marketing, media, consulting, staffing, BPO, or managed service provided by Rozzario.
• Deliverables: The specific outputs described in the approved SOW or Proposal.
• Milestones: Staged deliverables or payment checkpoints.
• Client Materials: Content, data, assets, credentials, instructions, or materials supplied by the Client.
• Third-Party Services: Platforms, software, tools, plugins, hosting providers, stock libraries, or vendors not owned by Rozzario.
• Ad Spend: Media budget paid to advertising platforms, separate from Rozzario’s fees.
• Change Request: Any request that alters scope, timeline, deliverables, or assumptions.
• Business Day: Monday to Friday, excluding public holidays.

3.1 Included Services

• Rozzario shall provide only the Services explicitly listed in the approved Proposal, SOW, or Service Schedule.

3.2 Out-of-Scope Work

• Any service, task, revision, platform, or support not expressly included shall be considered out of scope.

3.3 Change Requests

• Out-of-scope requests require a written Change Request and may involve additional fees, revised timelines, or separate agreements.

3.4 Commencement

• Rozzario is not obligated to begin out-of-scope work until applicable fees are approved and paid.

4.1 Acceptance

• Deliverables are deemed accepted upon written approval or failure to reject within five (5) business days.

4.2 Rejection Criteria

• Rejections must clearly state objective, scope-based issues.

4.3 Finality

• Once accepted, Deliverables are considered final and billable.

5.1 Client Obligations

• Provide accurate, complete, and lawful Client Materials.
• Respond to approvals and feedback within agreed timelines.
• Ensure rights or licenses to all supplied materials.
• Comply with applicable laws and platform policies.

5.2 Liability Limitations

• Rozzario is not liable for delays or failures caused by late inputs, incorrect information, or third-party outages.

• All timelines are estimates and dependent on timely Client cooperation.
• Delays in approvals, feedback, payments, or asset delivery automatically extend timelines.
• Rush or expedited requests may incur additional fees.

7.1 Exclusions

• All fees exclude taxes, third-party costs, ad spend, and banking or currency charges.

7.2 Fee Structure

• Fees may be one-time, retainer-based, milestone-based, or usage-based.

7.3 Pricing Changes

• Rozzario reserves the right to revise pricing upon scope changes or renewals.

8.1 Invoicing

• Invoices shall be issued according to the agreed billing schedule.

8.2 Payment Terms

• Due on receipt, unless otherwise stated in writing.

8.3 Currency & Charges

• Payments shall be made in the invoiced currency. The Client bears all bank charges, FX costs, and intermediary fees.

8.4 Partial Payments

• Partial payments do not constitute acceptance of partial performance.

9.1 Overdue Invoices

• Late payment interest (as permitted by law)
• Administrative or recovery fees

9.2 Suspension Rights

• Suspend Services
• Pause campaigns, deliverables, hosting, or access
• Withhold Deliverables until full payment is received.

9.3 Service Resumption

• Service resumption may be subject to a reactivation fee.

10.1 Tax Exclusion

• All fees are exclusive of applicable taxes unless explicitly stated.

10.2 SST

• Where applicable, Sales and Service Tax (SST) shall be charged in accordance with Malaysian law and shown on invoices.

10.3 Withholding Tax

• The Client is responsible for any withholding tax imposed by their jurisdiction. Payments must be grossed up unless exemption documentation is provided.

11.1 Third-Party Services

• Advertising platforms (e.g. Google, Meta, TikTok, LinkedIn)
• Hosting providers, domain registrars, email/SMS platforms
• CMS, plugins, themes, fonts, stock libraries
• Marketplaces (e.g. Amazon, eBay)
• Analytics, CRM, automation, or SaaS tools

11.2 Limitation of Responsibility

• Platform outages, suspensions, bans, or policy changes
• Algorithm updates or performance fluctuations
• Pricing changes imposed by third parties
• Data loss, downtime, or service interruptions

11.3 Third-Party Fees

• Billed separately, or
• Paid directly by the Client, unless otherwise agreed

11.4 Non-Refundable Costs

• Once incurred, Third-Party costs are non-refundable.

12.1 Ad Spend

• Ad Spend is separate from Rozzario’s service fees and is not commissionable unless expressly stated.

12.2 Account Ownership

• Advertising accounts remain owned by the Client
• Payment methods must be provided by the Client
• Rozzario is granted access solely for campaign management

12.3 No Guarantees

• Ad approval
• Specific impressions, clicks, conversions, ROAS, CPL, CPA, or revenue
• Account longevity or platform compliance outcomes

12.4 Advanced Spend

• Pre-funding or reimbursement timelines shall apply
• FX, bank, and processing fees are borne by the Client

12.5 Platform Decisions

• Advertising platform decisions are final and outside Rozzario’s control.

13.1 Included Revisions

• Revisions included in the Services are limited to the number and type specified in the SOW.

13.2 Definition

• A revision refers to minor adjustments within the approved direction.
• New concepts or directions
• Additional formats, sizes, or platforms
• Feature additions
• Strategy changes after approval
• Re-work caused by delayed or incorrect Client input

13.3 Change Requests

• Must be approved in writing
• May result in additional fees and revised timelines

13.4 Execution

• Rozzario is not obligated to execute Change Requests until commercial terms are agreed.

14.1 Subjectivity

• The Client acknowledges that creative services involve subjective judgment.

14.2 Discretion

• Design approach and methodology
• Technical implementation decisions
• Strategic recommendations based on industry best practices

14.3 No Breach

• Disagreement with creative style or performance outcomes does not constitute non-delivery or breach if Services are provided in accordance with the agreed scope.

15.1 Client Materials

• Client Materials remain the property of the Client.

15.2 License to Use

• The Client grants Rozzario a non-exclusive, royalty-free license to use Client Materials solely for the purpose of performing the Services.

15.3 Ownership Transfer

• Ownership of custom Deliverables shall transfer to the Client, unless otherwise stated
• Until full payment, all Deliverables remain the property of Rozzario

15.4 Retained Rights

• Pre-existing frameworks, templates, methodologies, scripts, processes
• Know-how and trade secrets used in delivering the Services
• The Client receives a non-exclusive license to use such elements only as embedded in the Deliverables.

16.1 Exclusions

• Editable source files, working files, raw files, or project files are not included

16.2 Availability

• Retained by Rozzario
• Released upon additional payment
• Withheld until all invoices are settled

16.3 File Formats

• Rozzario is not required to provide files in a format not originally agreed.

17.1 Licensed Materials

• Stock images or videos
• Fonts, icons, music, sound effects
• Plugins, themes, or software components

17.2 License Terms

• Licensed materials are subject to the original license terms of the provider.

17.3 No Transfer

• Unlimited usage
• Transferability beyond the agreed use
• Compliance if used outside licensed scope

18.1 Usage Rights

• Display Deliverables in portfolios, websites, case studies, awards, and marketing materials
• Reference the Client name and logo as a client relationship

18.2 Restrictions

• Any confidentiality or non-disclosure restriction must be expressly stated in the SOW.

19.1 Credit

• Where included, Rozzario may place a discreet credit or backlink (e.g., “Designed by Rozzario”).

19.2 Restrictions

• The Client shall not remove, obscure, or alter such credit without written approval.

19.3 Removal

• Credit removal may be subject to a one-time removal fee, as quoted.

20.1 Obligation

• Each party agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party (“Confidential Information”).

20.2 Confidential Information

• Business plans, pricing, strategies
• Client data, credentials, access details
• Technical documentation, processes, and know-how

20.3 Exclusions

• Is or becomes public without breach
• Was lawfully known prior to disclosure
• Is independently developed
• Is required to be disclosed by law or court order

20.4 Survival

• Confidentiality obligations survive termination for five (5) years, or longer where required by law.

21.1 Compliance

• UK GDPR
• EU GDPR
• Malaysian PDPA
• Other applicable regional data protection laws

21.2 Roles

• The Client may act as Data Controller
• Rozzario may act as Data Processor or Independent Controller

21.3 DPA

• A Data Processing Agreement (DPA) may apply and is incorporated by reference.

21.4 Sub-Processors

• Hosting providers, analytics platforms, advertising platforms, and communication tools

21.5 Data Transfers

• The Client authorises cross-border data transfers where necessary for service delivery.

21.6 Third-Party Data

• Rozzario does not control or assume liability for personal data processed directly by Third-Party Services.

22.1 Client Warranty

• Are accurate, lawful, and non-infringing
• Do not violate advertising, consumer, or platform regulations
• Do not contain false, misleading, or prohibited claims

22.2 Client Responsibility

• Product claims, pricing claims, testimonials
• Regulatory compliance (health, finance, legal, restricted goods)
• Industry-specific approvals and disclosures

22.3 Limitation of Liability

• Regulatory penalties
• Platform enforcement actions
• Consumer complaints arising from Client Materials

23.1 Third-Party Dependency

• Such services are dependent on Third-Party providers
• Renewals may require advance payment

23.2 Non-Payment

• Service suspension
• Domain expiration
• Website or email downtime

23.3 No Responsibility

• Expired domains
• Suspended hosting
• SSL certificate lapses
• Third-Party provider failures

23.4 Client Recommendation

• The Client is encouraged to maintain independent backups and ownership access.

24.1 Exclusions

• Post-launch support, maintenance, updates, backups, and security monitoring are not included unless expressly stated.

24.2 Maintenance Scope

• Are limited to the defined scope
• Do not guarantee zero downtime or immunity from attacks

24.3 Emergency Fixes

• Emergency fixes outside scope may be billable.

25.1 Standard of Care

• With reasonable skill and care in line with industry best practices.

25.2 No Warranty

• Services will be uninterrupted or error-free
• Deliverables will achieve specific commercial results
• Platforms or systems will remain compatible indefinitely

26.1 Rights

• Refuse, suspend, or terminate Services if the Client requests or engages in unlawful, unethical, or prohibited activities.

26.2 Includes

• Fraud, scams, or deceptive practices
• Copyright or trademark infringement
• Platform policy violations
• Non-payment or abusive conduct

27.1 Client Responsibility

• Login credentials
• Payment methods
• Administrative access

27.2 Limitation

• Credential compromise
• Unauthorised access
• Client-side security failures

28.1 Warranty

• With reasonable skill, care, and diligence
• In accordance with generally accepted industry standards

28.2 Disclaimer

• No other warranties are provided, whether express, implied, statutory, or otherwise.

28.3 Disclaimed Warranties

• Merchantability
• Fitness for a particular purpose
• Non-infringement

29.1 No Guarantees

• Sales, revenue, leads, conversions, rankings, or engagement
• Advertising approvals or account stability
• Platform uptime or algorithm behavior

29.2 External Factors

• Market conditions
• Client pricing, offer, and fulfillment
• Platform policies and competition
• Consumer behavior

29.3 Past Performance

• Past results do not guarantee future performance.

30.1 No Liability

• Advertising platforms
• Hosting providers
• Marketplaces
• Payment gateways
• Software vendors

30.2 Policy Changes

• Third-party policy changes, suspensions, or outages do not constitute breach by Rozzario.

31.1 Liability Cap

• Rozzario’s total aggregate liability shall be limited to the fees paid by the Client in the three (3) months preceding the claim.

31.2 Excluded Damages

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, data, goodwill, or business opportunity
• Even if advised of the possibility of such damages

31.3 Non-Excludable Liability

• Fraud
• Wilful misconduct
• Liability that cannot be excluded by law

32.1 Client Obligation

• Client Materials
• Infringement of intellectual property rights
• Regulatory or advertising violations
• Breach of these Terms
• Products or services offered by the Client

32.2 Legal Costs

• This indemnity includes reasonable legal fees and costs.

33.1 Coverage

• The Client promptly notifies Rozzario
• Rozzario has full control of the defense
• The Deliverables were used as intended

33.2 Exclusions

• Client Materials
• Modifications by the Client or third parties
• Use outside the agreed scope

34.1 Events Beyond Control

• Natural disasters
• War, terrorism, or civil unrest
• Government actions
• Internet or infrastructure failures
• Platform outages
• Pandemics or public health emergencies

34.2 Suspension

• Obligations shall be suspended for the duration of the force majeure event.

35.1 Commencement

• The date the Client accepts a Proposal or SOW
• The date payment is made
• The date Rozzario begins providing Services

35.2 Project Completion

• Delivery and acceptance of Deliverables
• Full payment of all outstanding invoices

35.3 Ongoing Services

• Renew automatically on a monthly basis unless otherwise stated
• May be subject to minimum commitment periods

36.1 Notice

• The Client may terminate Services by providing written notice.

36.2 Outstanding Fees

• All fees incurred up to the effective termination date are immediately due.

36.3 Early Termination

• Payment of remaining fees may apply
• Deposits and setup fees are non-refundable

36.4 No Refunds

• Work completed
• Time reserved
• Third-party costs
• Ad Spend
• Licenses or subscriptions already incurred

37.1 Immediate Termination

• Fails to make payment
• Breaches these Terms
• Requests unlawful or prohibited activities
• Engages in abusive or unethical conduct

37.2 Effect

• Termination shall not affect accrued rights or outstanding payments.

38.1 Upon termination:

• All outstanding invoices become immediately due
• Access to platforms, tools, or Services may be revoked
• Ongoing work may cease without liability

38.2 Handover of Deliverables or materials:

• Occurs only after full payment
• Is limited to agreed Deliverables
• Does not include internal documentation, drafts, or source files unless agreed

38.3 Retention

• Rozzario may retain copies for legal, backup, or compliance purposes.

39.1 General

• Fees paid are non-refundable unless expressly stated otherwise in writing.

39.2 Refunds shall not apply to:

• Completed or partially completed work
• Setup or onboarding fees
• Retainer periods already commenced
• Third-party costs and Ad Spend

39.3 Processing

• Any approved refund shall be processed using the original payment method
• May exclude transaction or processing fees

39A.1 General Rule

• All fees paid to Rozzario are non-refundable, unless explicitly stated otherwise in writing in the applicable Proposal, SOW, or Service Schedule.

39A.2 Non-Refundable Items

• Setup, onboarding, discovery, or audit fees
• Time-based services already commenced
• Retainer periods already started
• Creative work once concepts or drafts are delivered
• Development work once build has commenced
• Advertising spend, media budget, or boosted content
• Third-party tools, software, plugins, licenses, hosting, domains, or subscriptions
• Bank charges, transaction fees, or currency conversion costs

39A.3 Project-Based Services

• Deposits are strictly non-refundable
• If a project is cancelled mid-way, the Client remains liable for work completed up to the cancellation date

39A.4 Retainers, Staffing & BPO Services

• Monthly retainers are billed in advance and non-refundable once the service period begins
• Dedicated resources, staff augmentation, and BPO services are non-refundable due to resource reservation and payroll commitments

39A.5 Performance & Outcome Disclaimer

• Dissatisfaction with subjective creative outcomes
• Failure to achieve desired marketing or sales results
• Platform policy changes, bans, suspensions, or rejections
• Market conditions or external factors

39A.6 Exceptional Refunds

• Must be approved in writing by Rozzario management
• May be partial
• May exclude administrative, processing, or third-party costs

39A.7 Refund Method

• Will be processed using the original payment method
• May take up to thirty (30) days
• Will exclude transaction or processing fees

40.1 Subcontracting

• Rozzario may subcontract or assign performance of Services to qualified affiliates or partners.

40.2 Client Assignment

• The Client may not assign these Terms without prior written consent.

41.1 Governing Law

• These Terms shall be governed by and construed in accordance with the laws of the contracting Rozzario entity as stated in the Proposal or invoice.

41.2 Jurisdiction

• The parties submit to the exclusive jurisdiction of the courts associated with that entity, unless otherwise agreed.

42.1 Updates

• Rozzario may update these Terms from time to time.

42.2 Prospective Application

• Updated Terms shall apply prospectively and shall not affect existing signed SOWs unless mutually agreed.

43.1 Severability

• If any provision is held unenforceable, the remaining provisions remain in full force.

43.2 Waiver

• Failure to enforce any provision shall not constitute a waiver.

44.1 Complete Agreement

• These Terms, together with any SOW or Proposal, constitute the entire agreement between the parties.

44.2 No Oral Modifications

• No verbal or informal communications shall modify these Terms.

45.1 How to Contact Us (Official Channel)

For all general enquiries, service requests, and legal notices, please use our official Contact Us page (to reduce email scraping and impersonation risks):

• Contact Us Page:

Rozzario will treat messages submitted through the Contact Us page as written communications for the purpose of notices, requests, and service correspondence.

45.2 Incorporation & Registration Details (Malaysia)

• Legal Entity Name: ROZZARIO SDN. BHD.
• Entity Type: Malaysia Incorporated Company
• Company Registration Number (New): 201701021173
• Company Registration Number (Old): 1235339-V
• Tax Identification Number (TIN): C25192919010
• SST Number: W10191132000034
• Company’s MSIC Code: 62010
• Business Activity Description (as per MSIC code): 62010

45.3 Registered / Correspondence Address

• Level 27, Penthouse, Centrepoint North Tower, Mid Valley
• 59200, Kuala Lumpur, Malaysia

45.4 e-Invoice Contact (Official Billing Contact)

For e-Invoice matters only, the official contact person and phone number are:

• Phone: (+603) 29357557

(Forming part of the Master Terms of Service)

These Service Schedules apply in addition to and together with the Master Terms of Service.

In the event of conflict, the approved Proposal or SOW shall prevail, followed by these Schedules.

SCHEDULE A

Creative & Branding Services

This Schedule applies to all creative, branding, design, and visual communication services provided by Rozzario, including but not limited to brand strategy, logo design, brand guidelines, rebranding, UI/UX design, print and digital collateral, packaging, and visual systems.

A1. Scope of Services

Services may include:

• Brand identity and strategy
• Logo and visual identity design
• Brand guidelines / brand books
• Rebranding or brand refresh
• UI/UX design for web or applications
• Marketing and sales collateral
• Print-ready and digital creative assets
• Packaging and label design

Only Deliverables explicitly listed in the SOW are included.

A2. Creative Process & Approvals

• Work is executed based on the approved brief and scope
• Initial concepts and directions are provided as specified in the SOW
• The Client must provide consolidated feedback within the agreed timeframe
• Failure to respond may be treated as deemed approval.

A3. Revisions

• The number of revision rounds is limited to those stated in the SOW
• Revisions refer to refinements within the approved direction
• Any new concept, direction change, or additional format constitutes a Change Request and may incur additional fees

A4. Deliverables & Formats

• Final Deliverables are provided in the formats specified in the SOW
• Print outputs are supplied as print-ready files where applicable
• Rozzario is not responsible for print errors once final approval is granted

A5. Source & Working Files

• Editable source files (AI, PSD, INDD, Figma, etc.) are not included unless expressly stated
• Source files may be released at Rozzario’s discretion upon full payment and additional fees, if applicable

A6. Intellectual Property

• Ownership of Deliverables transfers only upon full payment
• Pre-existing design elements, templates, and frameworks remain the property of Rozzario
• Licensed assets remain subject to third-party license terms

A7. Creative Disclaimer

• Creative work is subjective
• Approval indicates acceptance of design direction
• Dissatisfaction alone does not constitute non-delivery or breach

A8. Cancellation

• Deposits are non-refundable
• Fees for work completed up to cancellation are payable
• Partially completed concepts may be delivered at Rozzario’s discretion

B1. Scope of Services

• Website design and development
• WordPress, Shopify, or other CMS builds
• Ecommerce functionality
• Custom web applications
• UI/UX implementation
• Website maintenance (if contracted)

B2. Project Phases

• Discovery & planning
• Sitemap / wireframes
• UI design
• Development
• Testing & QA
• Deployment / launch
• Approval of each phase constitutes acceptance of that phase

B3. Content Responsibility

• Unless otherwise stated, the Client is responsible for supplying all content
• Rozzario does not verify legal accuracy of Client content
• Delays in content provision may extend timelines

B4. Revisions & Changes

• Design revisions are limited as per SOW
• Development changes beyond approved scope require a Change Request
• New features or integrations are out of scope unless agreed

B5. Third-Party Components

• Websites may rely on themes, plugins, APIs, or third-party services
• Licenses, renewals, and compliance remain the Client’s responsibility unless explicitly included

B6. Hosting, Domain & SSL

• Services depend on third-party providers
• Renewal fees must be paid in advance
• Non-payment may result in suspension or expiry
• Rozzario is not liable for downtime or data loss caused by third-party providers

B7. Post-Launch Support

• A limited bug-fix period may apply if stated
• Ongoing maintenance, updates, and security are excluded unless contracted separately

B8. Browser & Device Compatibility

• Websites are tested on modern, commonly used browsers and devices
• Legacy systems or outdated browsers are not guaranteed

B9. Website Credit

• Footer credit or backlink may not be removed without written consent
• Removal may be subject to an additional fee

B10. Acceptance & Handover

• Final acceptance occurs upon launch or written approval
• Handover is subject to full payment
• Rozzario is not obligated to retain files indefinitely post-handover

C1. Scope of Services

• Account setup and audits
• Campaign strategy and structuring
• Creative coordination and testing
• Budget allocation and optimisation
• Conversion tracking and analytics setup
• Performance reporting
• Only Services expressly listed in the SOW are included

C2. Ad Accounts & Ownership

• Advertising accounts should be owned by the Client unless otherwise agreed
• The Client is responsible for maintaining valid payment methods
• Rozzario acts as a manager or partner with limited access rights

C3. Advertising Spend

• Ad Spend is separate from Rozzario’s fees
• Ad Spend is paid directly to platforms unless otherwise agreed
• All Ad Spend is non-refundable

C4. Platform Policies & Compliance

• All campaigns are subject to platform policies and approvals
• Rozzario does not control or override platform decisions
• The Client is responsible for product, pricing, and compliance claims

C5. No Performance Guarantees

• Rozzario does not guarantee specific ROAS, CPL, CPA, or conversion volume
• Campaign profitability
• Ad approvals or account stability

C6. Suspensions & Account Issues

• Platform suspensions or bans do not constitute breach
• Recovery or appeal work may be out of scope and billable

C7. Reporting

• Reports are provided at the frequency stated in the SOW
• Platform-reported data is relied upon as the source of truth

C8. Termination

• Campaigns may be paused immediately upon termination
• No refunds apply to management fees already incurred

D1. Scope of Services

• Technical SEO
• On-page optimisation
• Content strategy and creation
• Keyword research
• GEO optimisation
• Performance tracking and reporting

D2. No Ranking Guarantees

• Search engine algorithms are outside Rozzario’s control
• No guarantees are made regarding rankings, traffic, or conversions

D3. Content Responsibility

• Content is created based on Client-provided information
• The Client is responsible for accuracy, compliance, and claims

D4. Timelines & Indexing

• SEO results are long-term and cumulative
• Indexing, ranking, and visibility depend on external factors

D5. Third-Party Tools

• SEO tools and platforms may be used and are subject to their own terms and limitations

D6. Revisions

• Content revisions are limited to scope stated in the SOW
• Major rewrites or direction changes are billable

D7. Termination

• SEO services are non-refundable once commenced
• Work completed up to termination remains payable

E1. Scope of Services

• Content planning and calendars
• Post creation (visual + captions where applicable)
• Scheduling and publishing
• Basic community management
• Performance insights and reporting
• Only Services explicitly stated in the SOW are included

E2. Content Approvals

• Content calendars and posts require Client approval where applicable
• The Client must provide consolidated feedback within the agreed timeline
• Failure to respond may result in deemed approval and scheduled posting

E3. Posting Frequency & Timing

• Posting frequency is defined in the SOW
• Posting times are based on best-practice estimates and platform analytics
• Rozzario does not guarantee reach, engagement, or follower growth

E4. Community Management

• Unless otherwise agreed, community management is limited to basic responses during business hours
• Sensitive issues, complaints, or crisis management require Client direction
• Rozzario is not responsible for moderation outside agreed scope

E5. Platform Changes

• Social media platforms may change features, algorithms, or policies
• Such changes do not constitute breach or failure of service

E6. Client Content & Compliance

• The Client is responsible for accuracy, legality, and compliance of content
• Rozzario is not responsible for user-generated content or comments

E7. Account Access & Security

• Accounts should remain owned by the Client
• Rozzario shall not be liable for account loss due to Client-side security failures

E8. Termination

• Monthly social media services are non-refundable once commenced
• Content created prior to termination remains payable

F1. Scope of Services

• Email templates and design
• Campaign setup and scheduling
• Automation flows and triggers
• CRM integration and configuration
• Performance reporting
• Only Services expressly included in the SOW are covered

F2. Data & Compliance

• The Client is solely responsible for data collection, consent, and list hygiene
• Compliance with GDPR, PDPA, CAN-SPAM, PECR, or similar laws rests with the Client

F3. Platform Dependency

• Email services rely on third-party platforms
• Rozzario does not guarantee deliverability, inbox placement, or open rates

F4. Content Responsibility

• Email content is based on Client-provided information
• The Client warrants that all claims and offers are lawful and accurate

F5. Automations & Testing

• Automations are tested based on provided scenarios
• Edge cases or future platform changes may affect behavior

F6. Revisions

• Revisions are limited to those specified in the SOW
• Additional revisions or flows are billable

F7. Termination

• Email services are non-refundable once commenced
• Platform subscriptions or credits are non-refundable

G1. Scope of Services

• Pre-production planning (brief, storyboard, shot list)
• Photography and/or video production
• On-site or remote shoots
• Post-production editing
• Animation and motion graphics
• Delivery of final media assets
• Only Deliverables explicitly stated in the SOW are included

G2. Production Timelines

• Timelines depend on Client approvals, shoot availability, and logistics
• Delays in approvals or access may extend delivery timelines

G3. Revisions

• Revision rounds are limited as specified in the SOW
• Revisions do not include reshoots unless expressly stated
• Additional revisions or reshoots are billable

G4. Usage Rights & Licensing

• Usage rights are limited to the scope stated in the SOW
• Raw footage, project files, or editable files are not included unless agreed
• Music, stock footage, and third-party assets remain subject to license terms

G5. Talent, Locations & Releases

• The Client is responsible for obtaining required permissions and releases unless agreed otherwise
• Rozzario is not responsible for claims arising from missing releases

G6. Cancellation & Kill Fees

• Shoot bookings may require non-refundable deposits
• Cancellations may incur kill fees covering crew, equipment, and location costs

G7. Risk & Liability

• Rozzario is not responsible for environmental conditions, venue limitations, or third-party disruptions affecting production

H1. Scope of Services

• Account setup and optimisation
• Product listings and content
• Marketplace SEO
• Advertising management
• Account health monitoring
• Performance reporting
• Only Services expressly listed in the SOW are included

H2. Account Ownership

• Marketplace accounts must be owned by the Client
• Rozzario is granted limited access for management purposes

H3. Compliance & Product Responsibility

• The Client is solely responsible for product legality, authenticity, and compliance
• Platform suspensions or removals do not constitute breach by Rozzario

H4. Advertising & Fees

• Marketplace advertising spend is separate and non-refundable
• Management fees are non-refundable once incurred

H5. Platform Dependency

• Marketplace rules and algorithms are outside Rozzario’s control
• No guarantees are made regarding sales, rankings, or visibility

H6. Termination

• Services may be suspended immediately upon termination
• No refunds apply to services already rendered

I1. Service Models

• Brand management retainers
• Dedicated staff augmentation
• Managed BPO (shared oversight model)
• Dedicated BPO (client-specific teams)
• Partnered BPO (blended teams and joint leadership)
• The applicable model shall be specified in the SOW

I2. Resource Allocation

• Dedicated resources are reserved exclusively for the Client
• Managed or partnered models may involve shared oversight or mixed teams
• Substitutions may occur where necessary, with equivalent skill levels

I3. Working Hours & Availability

• Working hours, time zones, and holidays are defined in the SOW
• Overtime or extended coverage may incur additional charges

I4. Performance & Management

• Rozzario provides management oversight as defined in the SOW
• Performance metrics and reporting cadence are agreed contractually
• Rozzario does not guarantee business outcomes or revenue results

I5. Client Responsibilities

• Provide clear instructions, SOPs, and access
• Comply with employment, data protection, and security obligations
• Treat assigned resources professionally and lawfully

I6. Replacement & Continuity

• Replacement of resources, where applicable, shall follow the process stated in the SOW
• Ramp-up or transition time may apply

I7. Confidentiality & Data Security

• Assigned personnel are bound by confidentiality obligations
• The Client must ensure secure handling of shared systems and data

I8. Termination

• Staffing, BPO, and brand management services are subject to notice periods
• Fees for committed periods remain payable
• Resource disengagement does not entitle the Client to refunds

ROZZARIO

• Last updated: December 10, 2025
• This Data Processing Agreement (“DPA”) forms part of the agreement between ROZZARIO (the “Processor”) and the Client (the “Controller”) and applies where ROZZARIO processes Personal Data on behalf of the Controller in connection with the Services.
• This DPA is intended to comply with the processor contract requirements under:

Relevant Legal References

• GDPR Article 28 (EU GDPR) – EUR-Lex
• GDPR Article 28 (direct article link) – Legislation.gov.uk
• UK data protection framework (UK GDPR + Data Protection Act 2018) – GOV.UK
• UK Data Protection Act 2018 (legal text) – Legislation.gov.uk
• ICO guidance on controller/processor contracts – ICO
• ICO detailed requirements for Article 28 contracts – ICO

Recommended Setup for UK Clients

• Not a normal public page like Privacy Policy (to reduce random misuse and keep it tied to your contracts)
• Place it as an Appendix / Addendum to your Terms of Service and automatically incorporate it into SOW/Proposals
• On the website, you can have a short legal note: “Our Data Processing Agreement is incorporated into our service agreements and available upon request.”
• This is the most common enterprise/UK procurement-friendly arrangement. (ICO)

• Capitalised terms not defined in this DPA have the meanings given in the Master Terms of Service, the applicable SOW/Proposal, or the Privacy Policy.
• “Personal Data” – personal data as defined by applicable data protection laws (including UK GDPR / EU GDPR).
• “Processing” – any operation performed on Personal Data (e.g., collection, storage, use, disclosure, deletion).
• “Controller” – the entity that determines the purposes and means of Processing.
• “Processor” – the entity that processes Personal Data on behalf of the Controller.
• “Sub-processor” – any third party engaged by the Processor to process Personal Data on behalf of the Controller.

• 2.1 The Client acts as the Controller.
• 2.2 ROZZARIO acts as a Processor when processing Personal Data on the Controller’s behalf, unless the parties agree in writing that the parties act as independent controllers for specific activities.
• 2.3 Each party shall comply with its respective obligations under applicable data protection laws. (GOV.UK)

3.1 Subject Matter

• Processing is limited to what is necessary to perform the Services under the Master Terms of Service and applicable SOW/Proposal.

3.2 Duration

• Processing continues for the duration of the Services, unless retention is required by law or agreed in writing.

3.3 Nature & Purpose

• Processing may include:
  • Collection, recording, organisation, structuring
  • Storage, consultation, use
  • Disclosure by transmission, making available
  • Erasure or destruction
• For purposes including:
  • Service delivery and account management
  • Client communications and support
  • Reporting, analytics, and operational administration (as scoped)

4.1 Categories of Personal Data

• Depending on the Services, Personal Data may include:
  • Names, job titles, business contact details
  • Email addresses and phone numbers
  • Communications and messages submitted by the Controller or data subjects
  • IP addresses and online identifiers (where applicable)
  • Analytics/usage data (where applicable)
  • Any other Personal Data contained within Client Materials

4.2 Categories of Data Subjects

• May include:
  • The Controller’s employees, contractors, or representatives
  • The Controller’s customers, prospects, or end-users
  • Website visitors, leads, or inquiry submitters
  • Other individuals whose data is included in Client Materials

• 5.1 Process Personal Data only on documented instructions from the Controller, including with regard to transfers of Personal Data to a third country, unless required to do so by applicable law (in which case ROZZARIO shall inform the Controller where legally permitted). (ICO)
• 5.2 Ensure that persons authorised to process Personal Data:
  • Are subject to confidentiality obligations; and
  • Process Personal Data only as necessary for the Services.
• 5.3 Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the nature of the Services and Personal Data involved. (ICO)
• 5.4 Not use Personal Data for ROZZARIO’s own independent purposes (except to the extent ROZZARIO acts as an independent controller for limited activities clearly described to the Controller, such as its own legal compliance obligations).

• 6.1 The Controller provides general authorisation for ROZZARIO to appoint Sub-processors as required to deliver the Services. (ICO)
• 6.2 ROZZARIO shall ensure Sub-processors are bound by written obligations that provide equivalent protections to those set out in this DPA.
• 6.3 ROZZARIO remains responsible for the performance of its Sub-processors to the extent required by applicable data protection laws.
• 6.4 A current list of Sub-processors (or categories of Sub-processors) may be provided upon reasonable request.

• 7.1 Where Personal Data is transferred outside the UK and/or EEA, ROZZARIO shall ensure an appropriate transfer mechanism is in place, such as:
  • EU Standard Contractual Clauses (SCCs): EUR-Lex
  • UK-recognised transfer mechanisms (as applicable under UK law and guidance): GOV.UK
• 7.2 The Controller acknowledges that ROZZARIO may operate and deliver Services across multiple regions, which may necessitate cross-border processing.

8.1 Controller Assistance

• ROZZARIO shall, taking into account the nature of the Processing, provide reasonable assistance to the Controller to enable compliance with obligations relating to data subject rights under applicable data protection laws, including rights of access, rectification, erasure, restriction, objection, and data portability. (UK GDPR / EU GDPR Articles 12–23)

8.2 Direct Data Subject Requests

• Where ROZZARIO receives a request directly from a data subject relating to Personal Data processed on behalf of the Controller, ROZZARIO shall:
  • Promptly notify the Controller; and
  • Not respond directly unless authorised by the Controller or required by law.

9.1 Notification Obligations

• ROZZARIO shall notify the Controller without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed under this DPA.

9.2 Notification Details

• Such notification shall include, where reasonably available:
  • A description of the nature of the breach
  • The categories and approximate number of data subjects affected
  • The likely consequences of the breach
  • Measures taken or proposed to mitigate the breach

9.3 Cooperation

• ROZZARIO shall reasonably cooperate with the Controller to enable compliance with breach notification obligations to supervisory authorities and data subjects. (Official guidance)

10.1 Compliance Information

• ROZZARIO shall make available to the Controller information reasonably necessary to demonstrate compliance with this DPA, as required under Article 28(3)(h).

10.2 Audits

• Audits, where requested:
  • Must be reasonable in scope and frequency
  • Must not unreasonably disrupt ROZZARIO’s business
  • May be satisfied through written responses, certifications, or summaries unless otherwise required

10.3 Costs

• The Controller shall bear its own costs and any reasonable costs incurred by ROZZARIO in facilitating audits, unless otherwise agreed. (ICO guidance reference)

• Upon termination or expiry of the Services, and at the Controller’s written request, ROZZARIO shall:
  • Return Personal Data to the Controller; or
  • Securely delete Personal Data
• This obligation does not apply to Personal Data:
  • Required to be retained by law; or
  • Stored in routine backups subject to standard retention cycles
• Deletion shall be performed in accordance with reasonable industry standards.

• ROZZARIO shall ensure that all persons authorised to process Personal Data are subject to appropriate confidentiality obligations.
• These confidentiality obligations survive termination of the Services.

13.1 Implementation

• ROZZARIO shall implement appropriate technical and organisational measures to protect Personal Data, taking into account:
  • The state of the art
  • Costs of implementation
  • The nature, scope, context, and purposes of Processing
  • Risks to data subjects

13.2 Examples of Measures

• Such measures may include, where appropriate:
  • Access controls and role-based permissions
  • Secure hosting environments
  • Confidentiality obligations for personnel
  • Incident response procedures
  (UK reference)

• Each party’s liability under this DPA is subject to the limitations of liability set out in the Master Terms of Service, except where liability cannot be limited under applicable law.
• Nothing in this DPA excludes or limits liability for:
  • Fraud
  • Wilful misconduct
  • Liability that cannot be excluded under UK GDPR, EU GDPR, or applicable law

• This DPA shall be governed by and construed in accordance with the same governing law as the Master Terms of Service.
• Any disputes arising from this DPA shall be subject to the same jurisdiction provisions as the Master Terms of Service.

• In the event of conflict:
  • This DPA
  • The Master Terms of Service
  • Any applicable SOW or Proposal
  shall prevail solely with respect to data protection matters.

• This DPA is:
  • Incorporated by reference into the Master Terms of Service
  • Automatically effective where ROZZARIO processes Personal Data on behalf of the Controller
• No separate signature is required unless expressly requested by the Controller.
• Where required, this DPA may be executed electronically and in counterparts.