Terms and Conditions
AgencyFlow Operated by SB Marketing Consulting FZ-LLC
1. The parties and these terms
AgencyFlow is operated by SB Marketing Consulting FZ-LLC, a free zone company registered in Ras Al Khaimah, United Arab Emirates. Full company details are set out in clause 24.
These terms govern every agreement between AgencyFlow and the Customer. All contracts, orders, subscriptions, memberships, programs and collaboration agreements relating to AgencyFlow are entered into with SB Marketing Consulting FZ-LLC and are valid, binding and enforceable under these terms. They apply in full to any such agreement, whether signed digitally, accepted by payment or accepted in writing, and they take precedence over the Customer's own purchase terms unless we have agreed otherwise in writing.
Everything at AgencyFlow is built and run carefully. That applies to the product, which we are proud of, and to the legal side. Most of what follows is standard business practice. If anything is unclear, write to us at [email protected] before you accept.
2. Definitions
Customer: the business entity that acquires the Services, identified by the company name and registration or trade licence number given at the time of purchase.
Contact Person: the named individual who purchases on behalf of the Customer and who holds the personal login credentials.
Platform: the AgencyFlow software environment, including sub-accounts, funnels, automations, chatbots, AI agents and templates.
Program: any membership, mentorship, course or training delivered by AgencyFlow.
Services: the Platform, the Programs, and any other deliverable we provide under the agreement.
Materials: all content, templates, recordings, documents, workflows and snapshots made available as part of the Services.
3. Business customers only
The Services are offered exclusively to businesses (B2B). They are not offered to consumers, and we do not enter into consumer agreements.
By placing an order, the Customer represents and warrants that:
it is acting in the course of its trade, business or profession, and not as a consumer;
it holds a valid company registration or trade licence number, which it provides at the time of purchase;
the Contact Person is at least 18 years of age; and
the Contact Person is authorised to bind the Customer to these terms.
We rely on these representations when we accept an order. If any of them turns out to be untrue, the Customer is liable for the resulting loss, and we may terminate the agreement with immediate effect without any obligation to refund.
4. Offers, orders and acceptance
An invoice or payment link is issued once mutual agreement has been reached. The agreement is binding from the moment the Customer receives the invoice or payment link and does not object.
If anything in the invoice is incorrect, the Customer must tell us in writing before paying. Payment constitutes full acceptance of the agreement and of these terms.
5. The Services
5.1 Platform. We grant the Customer a non-exclusive, non-transferable right to access and use the Platform for the duration of the agreement. The Platform is provided as a service. No source code, software or underlying system is sold or transferred.
5.2 Programs. Where the agreement includes a Program, we provide access to the Materials, sessions and support described in the offer. Attendance and implementation are the Customer's own responsibility.
5.3 Changes. We may develop, change and improve the Services on an ongoing basis. We will not materially reduce the core functionality the Customer has paid for without notice.
6. Term, renewal and termination
6.1 Minimum term. Unless the offer states otherwise, the agreement runs for a fixed minimum term of 12 months from the date of the first payment. - if you pay with no meeting then its fine no comittment, but if you do you have.
6.2 No early termination. The agreement cannot be terminated during the minimum term. Access is granted, and our costs are incurred, for the full period. The full contract value for the minimum term therefore falls due regardless of whether the Customer uses the Services, and regardless of whether the Customer stops using them, changes provider, restructures, closes or replaces the entity that entered into the agreement.
6.3 No refund for unused periods. Amounts paid are not refundable, in whole or in part, for periods that the Customer has chosen not to use. The only exception is the guarantee in clause 8.
6.4 Early exit by agreement. If we agree in writing to release the Customer before the end of the minimum term, the remaining instalments fall due immediately unless the release expressly states otherwise.
6.5 After the minimum term. After the minimum term, the agreement continues on a monthly basis and may be terminated by either party with 30 days' written notice to the end of a billing month.
6.6 Termination for cause. We may suspend or terminate the agreement with immediate effect if the Customer is in material breach, including non-payment under clause 7, breach of clause 11, or breach of clause 3.
7. Fees, payment and default
7.1 Fees. The fee is the amount stated in the offer, order confirmation or invoice. All amounts are exclusive of any applicable taxes, duties and bank charges, which are payable by the Customer.
7.2 Payment. Payment is made by the method stated on the invoice, on the due date stated there. Recurring payments are collected automatically on the same day of each billing month.
7.3 Late payment. In case of payment after the due date, interest of 0.81% per commenced month will be added, as well as a fee of USD 100.00.
7.4 Suspension. If payment is more than 10 days overdue, we may suspend access to the Services without notice. Suspension does not shorten the minimum term and does not reduce the amounts owed. Access is restored once the outstanding balance and any interest and fees are paid.
7.5 Chargebacks and payment disputes. Raising a chargeback, payment dispute or reversal in respect of a validly incurred charge is a material breach of this agreement. The Customer remains liable for the disputed amount together with all fees, costs and expenses we incur in responding, and we may terminate the agreement and pursue the full remaining contract value.
7.6 Price changes. We may adjust prices with 60 days' written notice, effective from the start of the next renewal period. Prices do not change during a running minimum term.
8. Performance guarantee
Where the offer expressly includes a performance guarantee, the following applies.
If, 365 days after the start date, the Customer has not reached the revenue target stated in the offer, we will refund the amounts paid under the agreement, provided that the Customer has, throughout the full period:
attended the two weekly calls included in the Program; and
carried out documented outreach to an average of at least 10 businesses per working day.
The Customer must be able to document both conditions on request. A claim must be submitted in writing within 30 days of the 365-day mark. If either condition is not met, the guarantee does not apply.
9. Digital delivery and right of withdrawal
The Services are digital and are delivered immediately upon granting of access. As the agreement is a business-to-business agreement, no statutory right of withdrawal applies. By ordering, the Customer expressly requests immediate delivery and acknowledges that access is provided on that basis.
10. The Customer's responsibilities
The Customer is responsible for:
keeping login credentials confidential and for all activity under its account;
the accuracy and legality of all data, content and campaigns it uploads, sends or runs through the Platform;
obtaining every consent and permission required for its own marketing, messaging and data collection; and
keeping itself informed of the legislation applicable to its business at all times.
The Customer must not use the Services to send unsolicited communications in breach of applicable law, to upload malicious code, to circumvent usage limits, or to build or operate a competing product.
11. Intellectual property and use of Materials
All intellectual property rights in the Platform, the Materials and the AgencyFlow brand remain with AgencyFlow or its licensors.
The Customer may:
store the original Materials and templates electronically for its own internal use, excluding video content;
print the original documents and templates for its own internal use; and
adapt templates to its own situation and use the adapted versions.
The Customer may not:
share, publish, resell, sublicense or otherwise make the Materials available to anyone outside the Customer's own licensed access;
distribute documents, templates or recordings under any circumstances; or
provide access to its account to any third party.
Licences are granted to the named Contact Person. Internal redistribution to employees, co-owners or partners requires additional licences. If redistribution takes place before additional licences are requested, we may invoice the Customer for a further licence for each person who has been given access.
Breach of this clause entitles us to remove the Customer's access with immediate effect and to claim compensation for the loss suffered.
12. Third-party platforms and availability
The Platform is delivered partly through third-party providers. We are not responsible for downtime, changes, restrictions, price changes or discontinuation on the part of those providers, nor for any third-party service the Customer connects to the Platform, including advertising platforms, payment providers and messaging services.
We do not warrant uninterrupted or error-free operation. We will use reasonable efforts to restore availability and to notify the Customer of planned maintenance where practicable.
13. Data protection
Where we process personal data on the Customer's behalf through the Platform, the Customer is the data controller and AgencyFlow is the data processor.
For customers established in, or processing data relating to individuals in, the EU or the UK, a separate Data Processing Agreement applies and forms part of this agreement. It sets out the subject matter, duration, nature and purpose of the processing, the categories of data and data subjects, and the technical and organisational security measures.
We may use sub-processors, including the third-party platform providers on which the Platform is built and hosting providers located outside the UAE and the EU. A current list of sub-processors is available on request. We will give the Customer reasonable notice before adding or replacing a sub-processor, and transfers of personal data outside the EU are made on the basis of the European Commission's Standard Contractual Clauses or another valid transfer mechanism.
The Customer is responsible for having a lawful basis for the data it processes through the Platform and for responding to requests from data subjects. We will assist to the extent reasonably required.
14. Confidentiality
Each party must keep confidential all information received from the other party that is not publicly available, and must not share it with third parties or use it for any purpose outside this agreement. This obligation continues after the agreement ends. Each party must handle such information so that it remains secure and inaccessible to unauthorised persons.
15. Subcontractors
We may perform our obligations, in whole or in part, through subcontractors. We remain responsible for work carried out by subcontractors as if it had been carried out by us.
16. Disclaimers
16.1 Marketing law. AgencyFlow does not assess the legality of the Customer's marketing activities, regardless of the extent to which AgencyFlow has contributed to producing the material. AgencyFlow cannot be held liable for the Customer's breach of marketing, advertising, spam or consumer protection legislation.
16.2 Legal compliance. It is the Customer's responsibility to keep itself informed of applicable legislation. AgencyFlow cannot be held liable, in whole or in part, for legal breaches resulting from the Customer's own actions.
16.3 Earnings. Any income or earnings figures shown on our website, in our Materials, in a Program or in any sales conversation are examples of what is possible. They are not promises, projections or guarantees, and there is no assurance that the Customer will achieve comparable results. Results depend on the Customer's own effort, market and execution. AgencyFlow accepts no responsibility for financial losses incurred through use of the Services.
16.4 Program outcomes. AgencyFlow gives no assurance that a participant will obtain clients or generate income through a Program.
17. Limitation of liability
AgencyFlow is not liable for operating loss, loss of profit, loss of data, loss of goodwill or any other indirect or consequential loss, including loss arising from the Customer's relationships with third parties.
In no event may AgencyFlow's total liability exceed the amount the Customer has actually paid to AgencyFlow under the agreement.
Nothing in these terms limits liability that cannot be limited under applicable law.
18. End of the agreement and Customer data
When the agreement ends, access to the Platform and the Materials ceases.
The Customer may export its own data before the end date, and on written request within a reasonable period afterwards. We may then delete the Customer's data unless we are required to retain it by law.
It is the Customer's responsibility to withdraw AgencyFlow's access to any of its systems and accounts containing personal data at the end of the agreement.
19. Force majeure
Neither party is liable for failure to perform caused by circumstances beyond its reasonable control, including war, civil unrest, natural disaster, epidemic, government action, sanctions, strikes, failures at hosting or telecommunications providers, and large-scale internet or platform outages.
20. Changes to these terms
We may amend these terms with 30 days' written notice, effective from the start of the next billing period. Material changes that are to the Customer's disadvantage do not take effect during a running minimum term without the Customer's acceptance. Continued use of the Services after the notice period constitutes acceptance.
21. Assignment
The Customer may not assign its rights or obligations under this agreement without our prior written consent. We may assign the agreement to a group company or in connection with a transfer of the business.
22. Entire agreement and severability
These terms, together with the offer, the order confirmation and any Data Processing Agreement, constitute the entire agreement between the parties and supersede any earlier statements or arrangements.
If any provision is held to be invalid or unenforceable, the remaining provisions remain in force, and the invalid provision is to be replaced by a valid provision that comes as close as possible to the intended commercial effect.
23. Governing law and jurisdiction
This agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Ras Al Khaimah.
Any dispute arising out of or in connection with this agreement, or any commercial relationship between the parties, shall be brought before the competent courts of Ras Al Khaimah, United Arab Emirates.
24. Company details
SB MARKETING CONSULTING FZ-LLC License Number: 47027435 Address: Compass Building, Al Shohada Road, AL Hamra Industrial Zone-FZ Ras Al Khaimah, United Arab Emirates Phone: (+971) 55 616 7088 Email: [email protected]
Notices under this agreement are validly given when sent by email to [email protected] and to the email address the Customer provided at the time of purchase.