Terms of Service

1. Who We Are

Nyx Digital Services is a full-service growth partner for businesses, based in the Philippines and serving clients primarily in the United States and Australia. We provide CRM setup and management, business admin support, marketing operations, automation, and related services.

2. Our Services

We offer a range of service tiers covering CRM setup, automation, Business Admin support, and related services, as described at the time of engagement. The exact scope of your engagement is defined in your signed service agreement, which forms part of these terms. In the event of any conflict between these Terms and your service agreement, the service agreement takes precedence.

3. Fees and Billing

All services are billed monthly. Annual billing is not offered at this time. Fees are quoted in USD and are due on the date agreed at signup.

Setup fees are charged once at the start of your engagement and are non-refundable. They cover the initial configuration work required to get your account operational.

Third-party software costs — including CRM sub-account fees, Zapier, Make, or any other platform required to deliver your service — are billed separately and passed through to you at cost. These are your costs to pay directly or reimburse us for, in addition to your monthly service fee.

Failure to pay within 14 days of the due date may result in suspension of services. Continued non-payment may result in termination of the engagement.

4. Business Admin Support Scope

For Growth tier clients, Business Admin Support is limited to 20 hours per month. Hours do not roll over from one month to the next. The specific tasks covered within those hours are agreed during onboarding.

For Growth Plus and Custom tier clients, a dedicated Business Admin is assigned with no fixed hour cap. The scope of business admin support is defined per client during onboarding and may evolve by mutual agreement.

Our Business Admins are trained by Nyx Digital and work under our direction. We take responsibility for their work quality and conduct as it relates to your account. We may use subcontractors or contractors to help deliver services, but we remain accountable to you for all work performed on your account.

5. CRM Platform

We manage client accounts on a third-party CRM platform. You receive a dedicated sub-account under our agency account. The cost of this sub-account is included in your service fee unless stated otherwise.

Your use of the CRM platform is also subject to that platform's own terms of service and acceptable use policies. We are not responsible for changes to the platform's features, pricing, or availability that are outside our control.

A2P 10DLC registration is required for sending SMS to US phone numbers. We handle this process as part of onboarding, but delivery is subject to carrier approval and is not guaranteed.

6. Client Responsibilities

To deliver your services effectively, we require you to:

• Provide timely access to accounts, logins, and any materials we need to do the work
• Respond to our requests for information, approvals, or feedback within a reasonable time
• Keep your billing information current and pay on time
• Pay all third-party platform costs that are your responsibility
• Ensure that any content, data, or materials you provide to us do not infringe on any third-party rights

Delays caused by a failure to meet these responsibilities may affect delivery timelines. We will not be held liable for delays that result from your end.

7. Intellectual Property

You retain full ownership of all pre-existing content, brand assets, customer data, and materials you bring into the engagement.

Nyx Digital retains ownership of any proprietary workflow templates, systems, or frameworks that we use to deliver services and that are not specifically commissioned for your exclusive use.

For Custom tier work — including custom website builds, AI agents, and bespoke integrations commissioned specifically for you — intellectual property transfers to you upon receipt of full payment for that project.

8. Cancellation and Termination

Either party may terminate the engagement with 30 days' written notice sent to the other party's email address on file.

You remain responsible for fees accrued during the notice period. Setup fees are not refundable upon cancellation.

Upon termination, we will assist in transferring your CRM account data and any other assets that belong to you. Access to our managed systems will be revoked at the end of the notice period.

We reserve the right to terminate immediately, without notice, if you breach these terms or engage in conduct that puts our team, our systems, or other clients at risk.

9. No Guarantee of Results

We work hard and stand behind our systems, but we cannot guarantee specific outcomes — including revenue growth, lead volume, search rankings, or ad performance. Results depend on many factors outside our control, including market conditions, your industry, your offer, and your responsiveness.

What we can guarantee is that we will apply our full effort, operate transparently, and show you clearly what is working and what is not.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Nyx Digital's total liability to you for any claim arising from or related to these terms or our services is limited to the fees you paid in the most recent billing month prior to the claim.

We are not liable for any indirect, incidental, consequential, or special damages, including lost profits or lost data, even if we have been advised of the possibility of such damages.

11. Dispute Resolution

If a dispute arises in connection with these terms or our services, both parties agree to first attempt to resolve it through informal negotiation. Either party may initiate this by sending a written notice to the other describing the dispute and the outcome sought.

If the dispute is not resolved within 30 days of that notice, both parties agree to attempt resolution through mediation before pursuing any court action. The cost of mediation will be shared equally unless otherwise agreed.

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a court where necessary.

12. Governing Law

These terms are governed by the laws of the Republic of the Philippines. Any disputes that cannot be resolved informally will be submitted to the appropriate courts of the Philippines.

Nothing in this clause limits any rights you may have under the consumer protection laws of your own jurisdiction.

13. Changes to These Terms

We may update these terms from time to time. When we do, we will update the date at the top of this page and notify active clients by email with at least 14 days' notice before changes take effect. Continued use of our services after that date constitutes acceptance of the updated terms.

14. Contact

Questions about these terms? Reach us at legal@nyx.digital.