Terms of Use — Soluma

These Terms of Use govern your access to and use of Soluma's website, services, products, software, workflows, automations, consulting, marketing systems, AI tools, content, reports, and related services.

By accessing our website, submitting an enquiry, booking a service, signing a proposal, paying an invoice, creating an account, using our services, or otherwise engaging with Soluma, you agree to be bound by these Terms of Use, together with any applicable proposal, invoice, statement of work, order form, service agreement, or written agreement issued or accepted by Soluma.

If you do not agree to these Terms, you should not use our website or services.

1. Definitions

In these Terms:

"Soluma," "we," "us," or "our" refers to Soluma and its authorised representatives, employees, contractors, partners, and service providers.

"Client," "you," or "your" refers to any person, company, organisation, or entity that accesses our website, submits an enquiry, purchases our services, uses our services, or enters into an agreement with us.

"Services" refers to any services provided by Soluma, including but not limited to AI-powered marketing, agentic AI services, predictive analytics, AI integration, automation workflows, outbound systems, campaign strategy, consulting, implementation, content generation, CRM support, lead generation support, advertising support, reporting, and related business services.

"Service Agreement" refers to any proposal, quotation, invoice, statement of work, order form, onboarding document, email confirmation, written agreement, or other document that sets out the specific commercial terms between Soluma and the Client.

"Deliverables" refers to any materials, assets, strategies, workflows, reports, content, campaigns, automations, documents, recommendations, outputs, or work product created or supplied by Soluma.

2. Acceptance of Terms

By using our website or services, you confirm that you have read, understood, and accepted these Terms.

If you are using the services on behalf of a company or organisation, you confirm that you have authority to bind that company or organisation to these Terms.

If you do not have such authority, you must not use the services on behalf of that company or organisation.

3. Relationship Between These Terms and Service Agreements

These Terms apply generally to all use of Soluma's website and services.

Specific commercial terms, including scope of work, fees, payment schedule, deliverables, subscription period, cancellation terms, service duration, usage limits, and project-specific obligations, may be set out in a separate Service Agreement.

If there is any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail to the extent of the conflict.

Any terms proposed by the Client, including purchase order terms, vendor terms, procurement terms, or standard client terms, shall not apply unless expressly accepted by Soluma in writing.

4. Description of Services

Soluma provides AI-powered marketing solutions, agentic AI services, predictive analytics, AI integration consulting, automation workflows, and related business services designed to help businesses improve marketing effectiveness, sales operations, customer engagement, and operational efficiency.

The exact scope of services will be set out in the applicable Service Agreement.

Soluma may update, modify, improve, replace, suspend, or discontinue any part of the services at any time where reasonably necessary for operational, technical, commercial, legal, security, or platform-related reasons.

5. Client Responsibilities

The Client agrees to:

provide accurate, complete, and timely information;
provide all required access, approvals, materials, data, credentials, brand guidelines, campaign instructions, and business information needed for Soluma to perform the services;
ensure that all content, claims, offers, promotions, products, services, customer data, and instructions provided to Soluma are accurate, lawful, and not misleading;
review and approve all materials, outputs, campaigns, workflows, automations, and recommendations before use, publication, launch, or implementation;
comply with all applicable laws, regulations, platform policies, advertising policies, email rules, data protection obligations, and third-party terms;
maintain the security of all accounts, passwords, credentials, API keys, tools, and platforms connected to the services;
use the services only for lawful business purposes; and
not use the services in any way that may harm Soluma, its systems, its clients, third-party platforms, or any other person.

Soluma is not responsible for delays, errors, underperformance, failed campaigns, account issues, rejected ads, deliverability problems, data errors, or unsuccessful outcomes caused by incomplete, inaccurate, delayed, or misleading information provided by the Client.

6. Prohibited Uses

The Client must not use the website or services to:

violate any law, regulation, third-party right, privacy right, intellectual property right, platform rule, or advertising policy;
send spam, misleading messages, fraudulent communications, unlawful outreach, or prohibited marketing content;
promote illegal, deceptive, harmful, infringing, abusive, discriminatory, or unethical activities;
scrape, harvest, misuse, or process data without proper rights, consents, notices, or lawful basis;
interfere with, disrupt, overload, damage, or gain unauthorised access to Soluma's systems or third-party systems;
reverse engineer, copy, resell, sublicense, or exploit Soluma's proprietary methods, workflows, prompts, templates, systems, or software;
use Soluma's services to build a competing product, service, workflow, automation, or business without written permission;
upload malicious code, viruses, harmful scripts, or unauthorised automation; or
engage in any activity that Soluma reasonably believes may create legal, regulatory, commercial, reputational, platform, security, or operational risk.

Soluma may refuse, suspend, or terminate services if we reasonably believe the Client is engaging in prohibited use.

7. Payment Terms

The Client agrees to pay all fees set out in the applicable Service Agreement, proposal, invoice, order form, or written confirmation.

Unless otherwise stated in writing:

all fees are payable in advance or according to the payment schedule stated by Soluma;
setup fees, implementation fees, strategy fees, consulting fees, subscription fees, retainers, and fees for work already performed are non-refundable;
the Client remains responsible for all third-party fees, platform costs, advertising spend, software fees, subscription costs, data provider fees, and other external costs approved, requested, or required for the services;
late payment may result in suspension, delay, withholding, or termination of services;
Soluma may charge late payment fees, administrative fees, or recovery costs to the extent permitted by the applicable Service Agreement or law; and
Soluma is not required to continue work, provide access, release deliverables, or maintain workflows if payment is overdue.

Payment obligations are not conditional on the Client's internal approval process, use of the deliverables, campaign performance, business outcome, or third-party platform results.

8. Subscriptions, Retainers, and Recurring Services

For subscription, retainer, campaign management, automation, AI system, or recurring services, the Client agrees to pay the recurring fees stated in the applicable Service Agreement.

Unless otherwise agreed in writing, recurring services continue until cancelled in accordance with the termination clause below.

If a minimum commitment period applies, the Client remains responsible for all fees during the minimum commitment period, even if the Client stops using the services before the end of that period.

9. No Refunds

Unless expressly stated in a signed Service Agreement, all payments are non-refundable.

This includes but is not limited to setup fees, implementation fees, strategy fees, consulting fees, subscription fees, retainers, campaign fees, AI workflow fees, automation fees, and fees for work already performed.

Soluma does not provide refunds due to change of mind, lack of internal approval, delay caused by the Client, unused services, third-party platform issues, rejected campaigns, account restrictions, business underperformance, or failure to achieve a desired commercial outcome.

10. No Guarantee of Results

The Client acknowledges that marketing, advertising, sales, outbound, automation, analytics, and AI-related services involve variables outside Soluma's control.

Soluma does not guarantee any specific result, including but not limited to:

revenue growth;
profit increase;
lead volume;
conversion rate;
response rate;
sales outcome;
advertising performance;
search ranking;
social media growth;
email deliverability;
account approval;
campaign approval;
platform access;
customer acquisition cost; or
return on investment.

Any examples, case studies, estimates, projections, forecasts, benchmarks, recommendations, or performance references are provided for illustrative purposes only and do not guarantee future results.

11. AI Output Disclaimer

The Client acknowledges that AI-generated outputs, predictions, recommendations, automations, content, analysis, workflows, and reports may contain errors, inaccuracies, omissions, bias, outdated information, or unexpected results.

Soluma does not guarantee that AI-generated outputs will be complete, accurate, error-free, compliant, suitable for every use case, or free from third-party rights issues.

The Client is responsible for reviewing, approving, validating, and legally checking all AI-generated content, campaign materials, outreach messages, advertisements, data, recommendations, workflows, and automations before use, publication, launch, or implementation.

Soluma is not responsible for any loss, damage, claim, penalty, platform restriction, customer complaint, regulatory issue, or business consequence arising from the Client's use of AI-generated outputs without appropriate review and approval.

12. Client Content and Approvals

The Client retains ownership of materials, data, content, brand assets, credentials, customer information, and other materials provided to Soluma by the Client.

The Client grants Soluma a limited right to use such materials solely for the purpose of providing the services.

The Client represents and warrants that it has all necessary rights, licences, consents, permissions, and lawful bases to provide such materials to Soluma and to allow Soluma to use them in connection with the services.

If the Client approves any content, campaign, workflow, automation, message, advertisement, report, strategy, or deliverable, the Client accepts responsibility for its use, publication, distribution, and business impact.

13. Intellectual Property

All intellectual property owned, created, developed, licensed, or used by Soluma before or outside the specific Client engagement remains the property of Soluma.

This includes but is not limited to:

frameworks;
methods;
strategies;
prompts;
templates;
workflows;
automations;
processes;
scripts;
systems;
playbooks;
models;
research structures;
campaign structures;
internal tools;
documentation;
know-how; and
proprietary methodologies.

Unless expressly stated in a signed Service Agreement, the Client receives only a limited, non-exclusive, non-transferable right to use the final deliverables for its internal business purposes after full payment has been received by Soluma.

The Client must not copy, resell, sublicense, distribute, reverse engineer, publish, disclose, reproduce, or use Soluma's proprietary materials to build a competing service, agency, software, AI tool, workflow, or automation system.

14. Deliverables

Soluma may provide deliverables including but not limited to strategy documents, marketing assets, campaign structures, reports, workflows, AI prompts, automations, dashboards, recommendations, email sequences, landing page copy, system designs, CRM workflows, and implementation materials.

Unless otherwise agreed in writing:

draft materials are not final deliverables;
internal notes, research, prompts, reasoning, working files, source files, backend configurations, and proprietary methods are not required to be disclosed;
Soluma may withhold deliverables, access, files, workflows, reports, or handover materials until all outstanding fees are paid; and
Soluma may reuse general knowledge, skills, experience, methods, frameworks, and non-client-specific learnings gained during the engagement.

15. Third-Party Platforms and Tools

The services may rely on third-party platforms, software, APIs, advertising networks, CRM systems, email providers, data providers, social media platforms, automation tools, analytics tools, AI models, hosting providers, payment processors, and other external systems.

Soluma is not responsible for:

downtime;
bugs;
pricing changes;
API changes;
policy changes;
account suspensions;
rejected ads;
rejected emails;
reduced deliverability;
data loss;
platform restrictions;
integration failures;
third-party errors;
service interruptions; or
changes made by third-party platforms.

The Client is responsible for complying with the terms, policies, usage limits, and acceptable use rules of all third-party platforms connected to or used with the services.

Soluma may suspend or modify services if a third-party platform change, restriction, pricing change, policy update, API limit, or account issue affects the delivery of the services.

16. Data Protection and Privacy

Each party agrees to comply with applicable data protection and privacy obligations relating to the services.

The Client represents and warrants that it has obtained all necessary rights, consents, notices, permissions, and lawful bases required to provide personal data, business data, customer data, prospect data, employee data, or third-party data to Soluma.

The Client is responsible for ensuring that any data provided to Soluma may lawfully be used for the requested marketing, automation, analytics, AI, outreach, CRM, advertising, or business purpose.

Soluma may process Client data as necessary to provide the services, operate workflows, manage campaigns, analyse performance, generate reports, troubleshoot issues, maintain systems, comply with legal obligations, and protect its legitimate business interests.

The Client must not provide sensitive, regulated, confidential, or restricted data to Soluma unless expressly agreed in writing and unless appropriate safeguards have been established.

17. Confidentiality

Each party may receive confidential or proprietary information from the other party.

Each party agrees to keep such information confidential and to use it only for the purpose of performing or receiving the services.

Confidential information includes but is not limited to business information, customer data, pricing, strategy, technical information, workflows, methods, prompts, systems, credentials, marketing plans, commercial plans, and non-public materials.

Confidentiality obligations do not apply to information that:

is publicly available without breach of these Terms;
was already known before disclosure;
is independently developed without use of confidential information;
is lawfully received from a third party; or
must be disclosed by law, court order, regulator, or competent authority.

The confidentiality obligations survive termination of the services.

18. Security and Access

The Client is responsible for maintaining the security of its accounts, credentials, systems, platforms, passwords, users, permissions, and connected tools.

If the Client provides access to any account, tool, platform, CRM, ad account, website, email system, social media account, data source, or third-party system, the Client confirms that it has authority to do so.

Soluma is not responsible for security incidents, access issues, unauthorised changes, account misuse, or data loss caused by the Client, the Client's users, third-party platforms, weak credentials, shared access, or compromised accounts.

Soluma may revoke, suspend, or restrict access to systems, dashboards, workflows, tools, or deliverables if needed to protect security, confidentiality, payment rights, intellectual property, or service integrity.

19. Suspension of Services

Soluma may suspend the services immediately if:

payment is overdue;
the Client fails to provide required access, information, or approvals;
the Client breaches these Terms or a Service Agreement;
the Client uses the services unlawfully or improperly;
continuing the services may create legal, regulatory, security, platform, reputational, or commercial risk;
a third-party platform restricts, suspends, or changes access; or
Soluma reasonably needs to suspend services to protect its systems, clients, staff, contractors, partners, intellectual property, or business.

Suspension does not release the Client from payment obligations.

20. Termination

Either party may terminate the services by giving thirty (30) days' prior written notice to the other party, unless a different termination period is stated in the applicable Service Agreement.

For subscription, retainer, campaign management, consulting, AI automation, implementation, or recurring services, termination will take effect at the end of the thirty (30) day notice period.

The Client remains responsible for all fees, retainers, subscriptions, committed minimum term fees, third-party costs, platform fees, software fees, advertising spend, implementation fees, and work performed up to the effective termination date.

All fees paid before termination are non-refundable unless expressly stated otherwise in a signed Service Agreement.

Any outstanding invoices shall become immediately due and payable upon termination.

Soluma may terminate or suspend the Client's access to the services immediately, with or without prior notice, if the Client:

fails to make payment when due;
breaches these Terms or any Service Agreement;
misuses the services;
provides unlawful, misleading, infringing, harmful, or unethical content or instructions;
uses the services in a way that may damage Soluma's systems, reputation, deliverability, third-party accounts, platform access, or other clients;
violates any applicable law, regulation, platform policy, advertising policy, data protection requirement, or anti-spam rule;
requests work that Soluma reasonably believes is unlawful, unethical, deceptive, harmful, or likely to create legal, regulatory, platform, commercial, or reputational risk; or
becomes insolvent, ceases business, or is unable to pay its debts.

Upon termination, the Client's right to use the services will cease.

Soluma may revoke access to any systems, dashboards, accounts, workflows, automations, reports, or deliverables that are unpaid, licensed, subscription-based, dependent on Soluma's infrastructure, or based on Soluma's proprietary methods, tools, templates, prompts, processes, or systems.

Termination does not affect any rights, obligations, or liabilities that accrued before the termination date.

Clauses relating to payment, no refunds, confidentiality, intellectual property, data protection, third-party platforms, AI disclaimers, limitation of liability, indemnity, governing law, dispute resolution, and any provisions intended to survive termination shall survive termination.

21. Indemnity

The Client agrees to indemnify, defend, and hold harmless Soluma, its directors, employees, contractors, partners, service providers, and affiliates from and against any claims, demands, losses, damages, liabilities, penalties, fines, costs, and expenses arising from or relating to:

the Client's breach of these Terms or any Service Agreement;
the Client's products, services, offers, claims, promotions, data, content, instructions, or materials;
the Client's misuse of the services;
the Client's violation of any law, regulation, platform policy, advertising policy, intellectual property right, privacy right, data protection obligation, or third-party right;
any marketing, advertising, outreach, automation, AI-generated material, or campaign approved, published, launched, or used by the Client;
any third-party claim arising from materials, data, credentials, access, or instructions provided by the Client; or
any unauthorised, unlawful, misleading, infringing, or harmful use of the services by the Client or its users.

22. Disclaimer of Warranties

The website and services are provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, Soluma disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise.

Soluma does not warrant that:

the services will be uninterrupted, secure, error-free, or available at all times;
the services will meet every business requirement or expectation;
any AI output, recommendation, prediction, or analysis will be accurate, complete, compliant, or suitable for a particular purpose;
any marketing, advertising, outreach, sales, or automation activity will achieve a specific result;
any third-party platform will remain available, compatible, approved, or unchanged; or
any defects, issues, or errors will be corrected within a specific timeframe.

23. Limitation of Liability

To the fullest extent permitted by law, Soluma shall not be liable for any indirect, incidental, special, consequential, punitive, exemplary, or economic damages, including but not limited to loss of profits, revenue, sales, data, goodwill, reputation, business opportunity, anticipated savings, customers, leads, platform access, or use.

To the fullest extent permitted by law, Soluma shall not be liable for any claim arising from:

Client-provided information, data, content, instructions, or approvals;
third-party platforms, tools, APIs, software, policies, or service interruptions;
AI-generated errors, omissions, hallucinations, inaccuracies, or unexpected outputs;
marketing, advertising, outreach, sales, or business underperformance;
account suspensions, rejected ads, deliverability issues, or platform restrictions;
unauthorised access caused by Client-side security issues;
delays caused by the Client or third parties; or
the Client's use or misuse of the services or deliverables.

To the fullest extent permitted by law, Soluma's total aggregate liability arising out of or relating to the services, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution, or otherwise, shall not exceed the total fees actually paid by the Client to Soluma for the specific service giving rise to the claim in the three (3) months immediately preceding the event giving rise to the claim.

This limitation applies whether or not Soluma has been advised of the possibility of such damages.

24. Non-Solicitation

During the term of the services and for twelve (12) months after termination, the Client must not directly or indirectly solicit, hire, engage, contract with, or attempt to hire or engage any Soluma employee, contractor, consultant, supplier, partner, or service provider involved in providing the services, without Soluma's prior written consent.

If the Client breaches this clause, Soluma may charge a placement fee equal to twelve (12) months of the individual's total expected compensation or contractor fees.

25. Publicity and Portfolio Use

Unless the Client notifies Soluma in writing that it does not consent, Soluma may refer to the Client's name, logo, brand, project type, industry, and general results in its portfolio, proposals, case studies, website, presentations, and marketing materials.

Soluma will not disclose the Client's confidential information, private data, or sensitive commercial information without permission.

If the Client requires confidentiality around the engagement, this must be agreed in writing.

26. Feedback

If the Client provides ideas, suggestions, recommendations, testimonials, comments, or feedback regarding Soluma's services, the Client grants Soluma a perpetual, worldwide, royalty-free right to use, improve, commercialise, reproduce, modify, publish, and incorporate such feedback into Soluma's services, systems, methods, and materials without restriction or compensation.

27. Force Majeure

Soluma shall not be liable for any delay, failure, or inability to perform caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, internet failures, power outages, cyberattacks, government action, regulatory changes, platform outages, API failures, third-party service disruptions, pandemics, payment processor issues, or other events outside Soluma's reasonable control.

28. Changes to Services and Terms

Soluma may update these Terms from time to time.

The updated Terms will be posted on the website with a revised "Last updated" date.

The Client's continued use of the website or services after the updated Terms are posted constitutes acceptance of the updated Terms.

For active paid engagements, material changes that affect commercial terms will not override a signed Service Agreement unless agreed in writing.

29. Assignment

The Client may not assign, transfer, delegate, or subcontract any rights or obligations under these Terms or any Service Agreement without Soluma's prior written consent.

Soluma may assign, transfer, subcontract, or delegate its rights and obligations to an affiliate, contractor, service provider, successor, acquirer, or business partner where reasonably necessary for business, operational, restructuring, or service delivery purposes.

30. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable.

If modification is not possible, the invalid provision shall be severed, and the remaining provisions shall continue in full force and effect.

31. No Waiver

No failure or delay by Soluma in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy.

Any waiver must be in writing and applies only to the specific instance for which it is given.

32. Entire Agreement

These Terms, together with any applicable Service Agreement, constitute the entire agreement between Soluma and the Client regarding the services.

They supersede all prior discussions, proposals, representations, understandings, or agreements relating to the same subject matter, unless expressly preserved in a signed Service Agreement.

33. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, the website, the services, any proposal, invoice, statement of work, service agreement, or the relationship between the parties shall first be addressed through good-faith negotiations.

If the dispute cannot be resolved through good-faith negotiations within fourteen (14) days, the dispute shall be resolved in accordance with the dispute resolution mechanism, governing law, and forum stated in the applicable Service Agreement.

If no Service Agreement specifies a dispute resolution mechanism, the dispute shall be finally resolved by confidential arbitration administered by a recognised international arbitration institution selected by Soluma, unless otherwise agreed in writing.

The arbitration shall be conducted in English by one arbitrator. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

Nothing in these Terms prevents Soluma from seeking urgent injunctive, equitable, interim, or protective relief to protect its intellectual property, confidential information, systems, accounts, data, reputation, payment rights, proprietary methods, or business interests.

34. Governing Law

These Terms shall be governed by the governing law specified in the applicable Service Agreement.

If no governing law is specified in a Service Agreement, the governing law shall be determined in accordance with the applicable dispute resolution rules, conflict of law principles, and any reasonable legal forum connected to the services, dispute, parties, payment arrangement, or contractual relationship.

For stronger enforceability, Soluma may specify a governing law, arbitration seat, and dispute forum in the applicable Service Agreement, proposal, order form, or invoice.

35. Notices

Soluma may provide notices by email, website posting, dashboard notification, invoice note, proposal note, or any other reasonable method.

The Client may contact Soluma using the contact details provided on the website or in the applicable Service Agreement.

Notices relating to cancellation, termination, disputes, legal claims, or payment matters must be provided in writing.

36. Contact Information

For questions about these Terms of Use, please contact:

Email: hello@soluma.ai