Professional Services Agreement

Last updated: November 19, 2025

This PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is between you (“Customer” or “you”) and Mubdie Ltd (a UK‑registered technology and innovation company, No. 16516230, operator of mubdie.net) (“Mubdie,” “we,” or “Company”). This Agreement governs the purchase and delivery of professional services purchased by you through mubdie.net or associated Mubdie sales channels (collectively, the “Services”).

PLEASE READ CAREFULLY. BY PURCHASING OR USING THE SERVICES YOU AGREE TO BE BOUND BY THIS AGREEMENT AND BY THE TERMS INCORPORATED BY REFERENCE, INCLUDING OUR USER AGREEMENT, PRIVACY NOTICE, AND OTHER APPLICABLE POLICIES AVAILABLE AT mubdie.net/terms.

1. Services and Order Documents

1.1 Services. Mubdie will provide the Services described in the order confirmation, work order, or welcome email issued to you at the time of purchase (the “Order”). The Order, together with this Agreement, describes the scope, deliverables, fees, milestones, and any Minimum Term applicable to the Services.

1.2 Order Priority. To the extent of any inconsistency, priority is: (a) the Order, (b) this Agreement, and (c) policies referenced herein.

1.3 Change Orders. Any requested change in scope, timeline, or deliverables must be documented and approved by the parties in a written change order (a “Change Order”). Change Orders may affect Fees and delivery dates.

2. Term and Termination

2.1 Term. The initial period stated in the Order is the “Initial Term.” If the Order specifies a Minimum Term, that Minimum Term forms part of the “Term.” After the Initial Term or Minimum Term (if any), Services will automatically renew for successive Renewal Periods as set out in the Order unless cancelled in accordance with Section 2.2.

2.2 Cancellation and Termination by Customer. You may cancel Services prior to renewal by cancelling online through your account dashboard, submitting a cancellation ticket through our ticketing system, or calling support and confirming cancellation in writing. Cancellation is effective only after Mubdie sends a confirmation email to your account email address. You remain responsible for Fees and charges accrued up to the effective cancellation date.

2.3 Termination by Mubdie. Mubdie may immediately suspend or terminate Services if you: (a) fail to pay Fees when due; (b) materially breach this Agreement and do not cure within 30 days after written notice; (c) materially impede Mubdie’s performance; or (d) end your underlying hosting account that is necessary for delivery of the Services.

2.4 Early Termination Fee. If the Order specifies a Minimum Term and you terminate the Agreement before the end of that Minimum Term, Mubdie may charge an early termination fee equal to the remaining Fees due for whole months of the Minimum Term or the amount specified in the Order, whichever is lower, subject to any caps disclosed in the Order.

3. Customer Responsibilities

3.1 Cooperation. You will: (a) provide timely access to your hosting account and any required credentials; (b) supply all Customer Content, brand assets, copy, images, and approvals in the formats and within the deadlines identified in the Order or onboarding materials; (c) assign an authorized contact to provide decisions and approvals; and (d) perform other reasonable tasks necessary for Mubdie to deliver the Services.

3.2 Deadlines. Unless the Order provides otherwise, you must provide required Customer Content within three (3) business days of your onboarding call if purchased through Mubdie global channels; local affiliate Orders may specify a different timeframe (for example, five (5) business days). Failure to provide required materials on time may delay delivery and may result in Mubdie using licensed placeholder content to meet schedule milestones.

3.3 Customer Equipment and Software. You must provide any necessary hardware, software, or third‑party services not supplied by Mubdie. Mubdie is not responsible for delays caused by your failure to provide required items.

4. Scope, Deliverables and Acceptance

4.1 Scope of Work. Mubdie will perform the Services described in the Order in a professional manner and in substantial conformity with the functional specifications set out in the Order.

4.2 Milestones and Acceptance. Mubdie will deliver milestone deliverables as set forth in the Order. You will review and either accept or provide written change requests within five (5) business days of delivery. If you do not provide written feedback within that period, the deliverable will be deemed accepted.

4.3 Revisions. The Order will specify the number of revision cycles included. Additional revisions or requests outside the declared scope will be charged at Mubdie’s then‑current hourly rates or quoted as a Change Order.

4.4 Launch. Mubdie will coordinate a launch call when the Website is ready for review. You are solely responsible for launching the Website from your hosting environment unless the Order expressly states otherwise.

5. Customer Content; License

5.1 Customer Content. “Customer Content” means content, materials, logos, trademarks, text, images, audio, video, data, and other materials provided by you for inclusion in the Website or used in connection with the Services.

5.2 License to Mubdie. You grant Mubdie a non‑exclusive, worldwide, royalty‑free license, solely to the extent necessary to provide the Services, to copy, use, reproduce, display, perform, modify, and create derivative works from Customer Content, and to make archival or backup copies. You represent and warrant that you own, control, or have obtained all rights and permissions necessary to grant this license.

5.3 Retained Rights. Except for the limited license granted above, you retain all right, title, and interest in and to the Customer Content.

6. Third‑Party Materials and Software

6.1 Third‑Party Assets. Mubdie may incorporate third‑party materials, software, plugins, templates, themes, images, or other assets (“Third‑Party Assets”) in the Website. Third‑Party Assets are subject to separate license terms. Unless the Order states otherwise, Mubdie or its licensors retain ownership or license rights to Third‑Party Assets and you receive only the rights expressly stated in the applicable license.

6.2 Transferable Items. Mubdie will identify in writing any Third‑Party Assets that are transferable to you. If a Third‑Party Asset requires a separate license fee for transfer, you are responsible for that fee unless otherwise agreed.

6.3 Use Limitations. You will not remove attribution, metadata, or licensing notices from Third‑Party Assets, and you will not use any Third‑Party Asset on a stand‑alone basis separate from the Website unless expressly permitted.

7. Website Design, Development and Maintenance

7.1 Design Specifications. Mubdie will produce designs substantially in accordance with specifications you provide and the Scope of Work.

7.2 Development Environment. During development, the Website will be accessible via your hosting account or a development subdomain. You should not modify development files while Mubdie is working unless instructed.

7.3 Maintenance During Term. Mubdie will provide maintenance services described in the Order—such as plugin configuration, bug fixes for assets created by Mubdie, and minor design revisions—during the Term. Substantial changes after the Term or changes outside scope are billable.

7.4 Ownership of Site Files. Upon payment in full of Fees due under the Order and subject to Third‑Party Asset restrictions, Mubdie will deliver site files and grant the rights specified in the Order. Mubdie reserves the right to showcase non‑confidential work examples and portfolio items unless you request removal in writing and the parties agree.

7.5 Prohibited Content. You will not request or supply content that is unlawful, defamatory, obscene, infringing, or otherwise prohibited by Mubdie’s Acceptable Use Policy. Mubdie may refuse to include such content or may suspend Services if required.

8. Marketing Services

8.1 Marketing Deliverables. If included in the Order, marketing Services may include local business listing management, search engine optimization (SEO), pay‑per‑click management (PPC), social media or social lift services, backlink building, and performance reporting.

8.2 Customer Authorizations. You authorize Mubdie to create and maintain accounts on your behalf for marketing services (e.g., directory listings, advertising accounts) and to update directory listing information (name, address, phone, hours). You remain responsible for compliance with platform terms and for any charges from third‑party advertising platforms.

8.3 Results and Limitations. Mubdie does not control search engines, directories, or platform acceptance policies and does not guarantee placement, rankings, or specific traffic results. SEO and listing acceptance times vary and may take weeks or months.

8.4 Commencement. Where both design and marketing Services are ordered, marketing Services will commence after the Website design is completed and launched as specified in the Order.

9. Fees, Payment and Refunds

9.1 Fees. Fees and payment terms are set out in the Order. All Fees are exclusive of applicable taxes, which you must pay unless you provide valid tax exemption documentation.

9.2 Billing and Authorization. You authorize Mubdie to charge the payment method on file for Fees due, including renewal charges in accordance with the Order. Mubdie may re‑bill up to fourteen (14) days prior to each Renewal Period unless you cancel before the charge.

9.3 Delinquent Accounts. If payment is late, Mubdie may suspend Services, withhold deliverables, and charge interest on overdue amounts as permitted by law. You remain responsible for amounts due.

9.4 Refunds. Unless otherwise stated in the Order, Fees are non‑refundable. If Mubdie terminates the Agreement for reasons other than your breach, Mubdie will refund any prepaid, unused Fees for the then‑current Term on a pro rata basis.

9.5 Project Abandonment. If you fail to participate, provide required materials, or respond to Mubdie for two (2) months or more despite Mubdie’s reasonable attempts to contact you, Mubdie may deem the project abandoned. In such case, Mubdie is not required to issue refunds.

10. Representations, Warranties and Disclaimers

10.1 Mubdie Warranties. Mubdie warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards and the Service descriptions in the Order. If Mubdie breaches this warranty, Mubdie’s sole obligation will be, at Mubdie’s option, to re‑perform the defective Services.

10.2 Customer Warranties. You represent and warrant that: (a) you own or have the rights necessary to provide Customer Content and grant the licenses in Section 5; (b) Customer Content does not infringe third‑party rights or violate applicable law; and (c) you will comply with this Agreement and all applicable laws.

10.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 10.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MUBDIE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‑INFRINGEMENT.

11. Indemnification

11.1 Customer Indemnity. You will indemnify, defend and hold Mubdie and its officers, directors, employees and agents harmless from and against any third‑party claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Content; (b) your breach of this Agreement; or (c) your violation of applicable law.

11.2 Indemnity Procedure. The indemnified party will promptly notify the indemnifying party of a claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party may not settle a claim that imposes obligations on the indemnified party without its prior written consent.

12. Data Protection and Security

12.1 Processing Roles. The parties agree that Customer is the controller (data owner) of Customer Content and Mubdie will act as a processor when Mubdie processes personal data on Customer’s behalf in connection with the Services, unless the Order states otherwise.

12.2 Compliance and Assistance. Mubdie will process personal data only on documented instructions from Customer, implement appropriate technical and organizational measures to protect personal data, and assist Customer with data subject requests, breach notifications, and regulatory inquiries as reasonably required.

12.3 Cross‑Border Transfers. Where transfers of personal data across jurisdictions are necessary, Mubdie will implement appropriate transfer mechanisms (e.g., SCCs) or other lawful safeguards as required by applicable law.

12.4 Data Processing Addendum. If required by law or requested by Customer, the parties will execute Mubdie’s standard Data Processing Addendum (DPA) to govern processing activities.

13. Confidentiality

13.1 Confidential Information. Each party will keep confidential all non‑public information disclosed by the other party that is marked confidential or reasonably should be understood to be confidential (“Confidential Information”), and will not disclose it except to employees, agents, or contractors who need to know and are bound by confidentiality obligations.

13.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes public without breach; (b) was already rightfully known to the recipient; (c) is independently developed; or (d) is required to be disclosed by law or court order (provided the disclosing party gives reasonable notice if permitted).

14. Limitation of Liability

14.1 Exclusion of Certain Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE OR LOSS OF DATA, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Aggregate Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO MUBDIE UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Force Majeure

Neither party will be liable for delay or failure in performance (except payment obligations) caused by events beyond its reasonable control (e.g., natural disasters, acts of war or terrorism, labor disputes, Internet outages, supplier failures). The affected party will notify the other and take reasonable steps to resume performance.

16. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

17. Assignment

You may not assign this Agreement without Mubdie’s prior written consent. Mubdie may assign this Agreement to an affiliate or successor and may use subcontractors to perform Services.

18. Notices

Notices to Mubdie regarding legal process, data requests, or DMCA matters should be sent as specified in Mubdie’s public legal notices (e.g., dmca@mubdie.net; datarequests@mubdie.net). Routine communications may be sent through the support channels referenced in the Order.

19. Modification

Mubdie may update this Agreement from time to time. If Mubdie makes material changes that adversely affect your rights, Mubdie will provide notice and, where required by law, obtain your consent. Continued use of Services after such notice constitutes acceptance.

20. Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect and the parties will negotiate an enforceable provision to replace the invalid one.

21. Entire Agreement

This Agreement, together with the Order, Change Orders and documents incorporated by reference, constitutes the entire agreement between the parties regarding the Services and supersedes prior agreements and representations.

22. Governing Law and Dispute Resolution

The Order will state the governing law and dispute resolution rules applicable to the Services. Absent an applicable specification in the Order, this Agreement will be governed by and construed in accordance with the laws of the jurisdiction stated in Mubdie’s primary service agreement, and the parties submit to the exclusive jurisdiction of the courts specified therein.