These Terms of Service (hereinafter referred to as "these Terms") govern the relationship between Kiwa Marketing Consulting Co., Ltd. (hereinafter referred to as "Kiwa") and its clients. By using this website or engaging in business with Kiwa, you agree to be bound by these Terms.
Formal engagements are subject to a separate service agreement that specifies the scope of services, pricing, and payment terms in detail. In the event of any conflict, the individual service agreement shall prevail over these Terms.
1. Scope of Services
Services provided by Kiwa include, but are not limited to:
- Brand and marketing strategy consulting
- Meta, Google, and TikTok advertising management
- SEO and content marketing
- AI-assisted content creation and data analytics
- Access to Kiwa Data dashboards and Kiwa Tasks project management tools
The specific scope, deliverables, and timelines for each engagement are defined in the individual service agreement.
2. Client Obligations
During the engagement, the client agrees to:
- Provide Kiwa with the necessary materials, account access, and feedback required to perform the services.
- Designate a single point of contact to ensure timely decision-making.
- Operate in accordance with the client's own advertising account policies and applicable regulations, and not transfer access granted by Kiwa to any third party.
3. Pricing and Payment
Pricing, payment terms, and methods are specified in the individual service agreement. General principles are as follows:
- Monthly retainer services are invoiced on a fixed date each month.
- Advertising budgets are paid directly by the client to the advertising platform. Kiwa does not advance platform fees on the client's behalf.
- If payment is overdue by more than 14 days, Kiwa reserves the right to suspend services.
4. Intellectual Property
- Pre-existing materials: Brand assets, images, and copy provided by the client to Kiwa remain the intellectual property of the client. The client warrants that it holds the legal right to use such materials.
- Deliverables: Advertising creatives, copy, reports, and other deliverables produced by Kiwa for the client are licensed for use upon full payment.
- Kiwa tools and methodologies: Kiwa's proprietary workflows, templates, and tool systems remain the property of Kiwa and are not transferred upon termination of the engagement.
5. Confidentiality
Both parties agree to keep confidential any non-public information obtained during the engagement, including business strategies, client lists, advertising data, and dashboard content. This confidentiality obligation survives for 2 years following the termination of the engagement.
6. Limitation of Liability
Kiwa's maximum aggregate liability is limited to the total service fees actually paid by the client in the preceding 3 months. Kiwa shall not be held liable for:
- Underperformance caused by external factors such as platform algorithm changes or account suspensions.
- Losses resulting from the client's failure to follow guidance or provide accurate information.
- Market conditions, competitive dynamics, or force majeure events.
Kiwa shall not be liable for any indirect, incidental, or consequential damages, including loss of profits.
7. Term and Termination
- Expiration: The engagement expires according to the term specified in the individual service agreement.
- Early termination: Either party may terminate the engagement by providing 30 days' written notice. The client shall pay all outstanding fees for services rendered up to the date of termination.
- Material breach: If either party commits a material breach and fails to remedy it within 7 days of written notice, the other party may terminate the agreement immediately.
8. Subcontracting and Assignment
Kiwa may subcontract portions of the services to partners or freelancers, but Kiwa remains responsible to the client. The client may not assign its rights under this agreement to any third party without Kiwa's prior written consent.
9. Governing Law and Jurisdiction
These Terms are governed by the laws of the Republic of China (Taiwan). Both parties agree that the Tainan District Court shall be the court of first instance for any disputes arising hereunder.
10. Amendments
We reserve the right to update these Terms at any time. Material changes will be reflected by updating the "Last Updated" date at the top of this page and by notifying active clients directly.