Terms & Conditions

1. Acceptance of these terms

These Terms & Conditions govern your use of abadiguru.com and any services supplied by Abadi Guru (trading as “Abadi Guru”), a Southeast Asian BPO and appointed marketing agency headquartered at Anggrek Mas 3 Blok A6, Batam Center, Kepulauan Riau, Indonesia (“Abadi Guru”, “we”, “us”). By browsing this website, submitting an enquiry, or engaging our services, you accept these terms. If you are accepting on behalf of a company, you confirm you are authorised to bind that company.

Where a signed proposal, statement of work, service agreement, or master services agreement exists between us and your organisation, that document prevails over these terms to the extent of any conflict.

2. Definitions

• Services — the BPO, telemarketing, inbound customer care, multilingual website, social media management, email marketing, cross-border marketing, market-entry support, and appointed marketing agent services we provide.
• Client — the company or other legal entity that engages us.
• Deliverables — documents, reports, scripts, websites, creative assets, campaign materials, and other work product we create for a Client.
• Portal — the client CRM portal we operate, currently reachable at abadicrm20.vercel.app, and any successor address.
• Proposal — a written quotation, scope, or statement of work we issue to a Client.

3. Our services

We provide business process outsourcing and market-entry services across Southeast Asia from our base in Batam Center, Indonesia, and, where relevant, act as a Client’s appointed marketing agent in the markets we cover. The specific scope, service levels, volumes, staffing model, reporting cadence, and fees for any engagement are set out in the applicable Proposal.

Unless expressly agreed in writing, services are provided on a non-exclusive basis and we remain free to provide similar services to other clients, including companies in the same industry.

4. Proposals, quotations, and formation of contract

Proposals are valid for 30 days from the date of issue unless stated otherwise, and are based on the information available to us at that time. A contract is formed when the Client accepts a Proposal in writing or, where no Proposal has been issued, when we begin delivering Services at the Client’s request. Estimates of workload, staffing, or outcomes are good-faith projections, not guaranteed commitments.

5. Client responsibilities

To allow us to deliver effectively, the Client will:

• provide accurate briefs, brand assets, product information, pricing, and any approvals needed to run the engagement;
• nominate an authorised point of contact empowered to give instructions and approvals;
• ensure that any data, contact list, or content it supplies has been lawfully collected and may lawfully be used for the intended purpose, including any consent required for telemarketing, email, or messaging outreach;
• comply with the platform rules of any channel used in the engagement, and with the marketing, consumer-protection, and data-protection laws of the target markets;
• pay invoices when due and provide reasonable cooperation, feedback, and access needed for delivery.

We may suspend Services where a Client instruction would require us to breach applicable law, platform policy, or the rights of a third party.

6. Fees, invoicing, and payment

Fees, currency, and invoicing frequency are set out in the Proposal. Unless stated otherwise:

• invoices are payable within 14 days of issue, by the method stated on the invoice;
• fees are exclusive of taxes, levies, withholding, and bank charges, which are payable by the Client except where the law requires otherwise;
• pre-approved third-party costs — advertising spend, media buying, platform subscriptions, licences, and travel — are billed at cost plus any handling charge disclosed in the Proposal;
• overdue amounts may attract interest at 1.5% per month or the maximum permitted by law, whichever is lower, and we may suspend Services on 7 days’ written notice while an undisputed invoice remains unpaid;
• fees for time already worked, and for non-cancellable commitments already made on the Client’s behalf, remain payable on termination.

7. Appointed marketing agent role

Where we act as an appointed marketing agent, we do so as an independent contractor. Unless a Proposal expressly grants authority, we have no power to enter contracts, make representations, grant discounts, or incur liabilities on the Client’s behalf, and we do not act as the Client’s legal, tax, or corporate representative. Any appointment is non-exclusive unless exclusivity is agreed in writing with defined territory, term, and minimum commitment.

Where market-entry support touches licensing, company establishment, employment, or tax registration, we coordinate and advise on process only; regulated filings remain the Client’s responsibility or that of its appointed licensed adviser.

8. Performance and no guarantee of results

We commit to professional standards, agreed service levels, and diligent execution. We do not and cannot guarantee particular commercial outcomes — including lead volumes, conversion rates, revenue, search rankings, follower growth, engagement, or regulatory approvals — because these depend on factors outside our control such as market conditions, product fit, pricing, platform algorithms, and the Client’s own sales process. Any figure described as an estimate, target, or projection is indicative only.

9. Intellectual property

• Our materials — we retain ownership of our pre-existing know-how, methodologies, frameworks, templates, internal tooling, and generic code components. We grant the Client a non-exclusive, non-transferable licence to use them to the extent embedded in the Deliverables.
• Client materials — the Client retains ownership of its brand assets, content, data, and trademarks, and grants us a licence to use them solely to deliver the Services.
• Deliverables — on full payment of the relevant fees, the Client owns the bespoke Deliverables created for it, excluding our pre-existing materials and third-party components, which remain subject to their own licences.
• Portfolio use — unless the Client objects in writing, we may reference the engagement by name and show non-confidential work samples in our portfolio and credentials materials.

10. Confidentiality

Each party will keep the other’s confidential information secret, use it only for the engagement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. These obligations do not apply to information that is public, independently developed, or required to be disclosed by law or a competent authority, provided reasonable notice is given where lawful. Confidentiality obligations survive termination for three years, and indefinitely for trade secrets.

11. Personal data in service delivery

Each party will comply with the data-protection laws applicable to it, including Indonesian Law No. 27 of 2022 (UU PDP) and, where applicable, the GDPR. Where we process personal data on the Client’s behalf, we act on documented instructions, apply the security measures described in our Privacy Policy, assist with data-subject requests, notify the Client of a personal-data breach without undue delay, and return or delete the data at the end of the engagement. A separate data-processing agreement is available on request.

12. Third-party platforms and services

Deliverables and campaigns may depend on third-party platforms and services, including Meta, Google, TikTok, YouTube, WhatsApp, email delivery providers, hosting providers, and payment processors. We are not responsible for their availability, policy changes, account restrictions, pricing, or acts and omissions. Suspension or restriction of a Client account by a platform is outside our control and does not relieve the Client of fees for work already performed.

13. Acceptable use

You agree not to use this website or our Services to: breach any law or regulation; send unsolicited bulk messages in breach of applicable anti-spam rules; misrepresent a product, price, or claim; infringe intellectual property or privacy rights; distribute malware; attempt unauthorised access to the Portal or any system; scrape or overload this website; or interfere with another client’s use of the Services. We may suspend or terminate access for material breach of this section.

14. Non-solicitation of personnel

During an engagement and for 12 months afterwards, neither party will directly solicit for employment any individual who was materially involved in the engagement, without the other party’s written consent. This does not restrict general recruitment advertising that is not targeted at the other party’s personnel, nor any hire made in response to an unsolicited application.

15. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or data, however arising. Each party’s total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid or payable by the Client to Abadi Guru under that engagement in the three months preceding the event giving rise to the claim. Nothing in these terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

16. Indemnity

The Client will indemnify Abadi Guru against third-party claims, losses, and reasonable costs arising from Client materials, Client instructions, or Client data that infringe third-party rights or breach applicable law — including claims arising from outreach conducted to a contact list the Client supplied. We will indemnify the Client against third-party claims that our original Deliverables infringe intellectual-property rights, provided the Client notifies us promptly and allows us to control the defence.

17. Term, suspension, and termination

• An engagement runs for the term stated in the Proposal, or until terminated under this section.
• Either party may terminate for convenience on 30 days’ written notice, unless the Proposal specifies a fixed term or longer notice period.
• Either party may terminate immediately on written notice for a material breach that is not remedied within 14 days of notice, or on insolvency, bankruptcy, or cessation of business of the other party.
• On termination, the Client pays for Services performed and non-cancellable commitments made up to the effective date, and each party returns or destroys the other’s confidential information on request.
• Clauses that by their nature should survive — including fees, intellectual property, confidentiality, liability, indemnity, and governing law — survive termination.

18. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, labour dispute, failure of utilities or telecommunications, internet or platform outage, or government action. The affected party will notify the other promptly and use reasonable efforts to resume performance; if the event continues for more than 60 days, either party may terminate the affected engagement on written notice.

19. Governing law and disputes

These terms and any engagement are governed by the laws of the Republic of Indonesia. The parties will first attempt to resolve any dispute amicably through senior representatives within 30 days of written notice. If the dispute is not resolved, it will be submitted to the competent courts of Batam, Kepulauan Riau, Indonesia, unless the Proposal specifies arbitration or another forum. Nothing in this clause prevents either party from seeking urgent injunctive relief.

20. General

• Amendments — we may update these terms from time to time; the version published on this page applies to use of the website after publication, while the terms accepted with a Proposal continue to govern that engagement.
• Severability — if a provision is found unenforceable, it is modified to the minimum extent necessary and the remaining provisions continue in force.
• Assignment — neither party may assign an engagement without the other’s written consent, except to an affiliate or successor in a corporate reorganisation.
• Independent contractor — the parties are independent contractors; nothing creates a partnership, joint venture, agency (beyond any express appointment), or employment relationship.
• Notices — written notices may be sent by email to the addresses used in the engagement, and are deemed received on the next business day.
• Entire agreement — the Proposal and these terms constitute the entire agreement on their subject matter and supersede prior discussions.

21. Contact

Questions about these terms can be sent to the address in the box below.