Terms & Conditions

Starlight Group Enterprise (“SGE,” “we,” “us,” or “our”)
Effective Date: September 26, 2025

Legal Address: 8 The Green, Dover, DE, United States, 19901
Contact: contact@starlightgroupenterprise.com

These Terms of Business (the “Terms”) govern all services SGE provides to the client identified in a proposal, order, insertion order, or statement of work (each, an “SOW”). By signing or accepting an SOW, submitting a payment, or using our services, you (“Client”) agree to these Terms.

1) Services & SOWs

1.1 Scope. We provide media and marketing services (e.g., strategy, creative, content, ad buying, analytics, consulting) as described in the applicable SOW.
1.2 Changes. Any changes to scope, timelines, or deliverables require a written change order that may adjust fees and schedules.
1.3 Timeline. Timelines are estimates and depend on Client’s timely feedback, access, and approvals.

2) Fees, Expenses & Payment

2.1 Fees. Fees are set out in the SOW. Unless stated otherwise, fees are exclusive of taxes and third-party platform costs (e.g., ad spend).
2.2 Retainers & Minimums. Retainers, deposits, and setup fees (if any) are due upfront and are non-refundable once work begins.
2.3 Invoices. Unless the SOW states otherwise, invoices are Net 7 days from the invoice date. Late amounts accrue the lesser of 1.5% per month or the maximum allowed by law. Client pays reasonable collection costs (including attorneys’ fees) for past-due balances.
2.4 Ad Spend & Third Parties. Client is solely responsible for ad spend, platform fees, and third-party tools unless the SOW states SGE will pre-pay and rebill. If SGE pre-pays, Client will reimburse within 7 days of invoice.
2.5 Withholding/Setoff. Client may not withhold or set off payments. Chargebacks are not permitted.

3) Client Obligations

3.1 Access & Materials. Client will provide timely access to accounts, brand assets, product info, claims substantiation, and decision-makers.
3.2 Approvals. Client is responsible for reviewing and approving content, targeting, claims, and budgets. Approvals may be via email or project tools and authorize SGE to publish or deploy.
3.3 Compliance Inputs. Client must ensure all product claims are truthful, substantiated, and compliant with applicable laws (e.g., FTC, FDA/CFIA where applicable, platform policies). Client promptly notifies SGE of any required disclaimers or restrictions.

4) Compliance, Advertising & Platforms

4.1 Laws & Policies. Each party will comply with applicable laws, industry guidelines (e.g., FTC Endorsement Guides, CAN-SPAM, TCPA where applicable), and the terms of ad platforms (Meta, Google, TikTok, Taboola, etc.).
4.2 Accounts. Unless the SOW states otherwise, ad accounts and data belong to Client. Platforms may change policies or suspend accounts; SGE is not liable for platform actions outside our control.
4.3 Endorsements & Disclosures. Client is responsible for providing required disclosures and legal sign-offs for testimonials, UGC, and health/financial claims.
4.4 No Guaranteed Results. Marketing results vary. We do not guarantee specific KPIs (e.g., ROAS, CPM, rankings, revenue).

5) Intellectual Property

5.1 Pre-Existing IP. Each party retains ownership of its pre-existing materials, tools, code, frameworks, and know-how.
5.2 Deliverables. Upon full payment of all fees due for a deliverable, SGE grants Client a worldwide, non-exclusive, perpetual license to use that deliverable for Client’s internal business and external marketing, unless the SOW states the deliverable is “work-made-for-hire” and assigns ownership to Client upon full payment.
5.3 Third-Party Assets. Stock media, fonts, plugins, and platform tools are subject to their own licenses. Client’s use must comply with those licenses.
5.4 Portfolio Rights. SGE may display non-confidential work product (e.g., creative, case studies, performance ranges) in our portfolio and marketing, unless the SOW or Client’s written notice reasonably restricts this for confidentiality.

6) Confidentiality & Data

6.1 Confidential Info. Non-public information disclosed by a party is “Confidential Information.” The receiving party will use it only to perform under these Terms and protect it with reasonable care. Exclusions: info that is public, independently developed, or obtained lawfully from a third party.
6.2 Privacy. Our handling of personal information is described in our Privacy Policy. If the parties need a specific data processing addendum (DPA) or state-law addendum, they will execute it in writing.

7) Warranties & Disclaimers

7.1 Mutual. Each party represents it has the power to enter into these Terms.
7.2 Client Materials. Client represents it owns or has rights to use all materials provided to SGE and that such materials do not infringe or violate any rights or laws.
7.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, SGE PROVIDES THE SERVICES “AS IS” AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SGE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS; LOST DATA; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. SGE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SGE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE EVENT.

9) Indemnification

9.1 By Client. Client will defend, indemnify, and hold harmless SGE and its personnel from claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Client materials, products, or claims; (b) Client’s breach of these Terms; (c) Client’s violation of laws or third-party rights.
9.2 By SGE. SGE will defend, indemnify, and hold harmless Client from third-party claims alleging that SGE’s deliverables, as provided by SGE and used by Client per these Terms, infringe a U.S. intellectual property right, provided Client promptly notifies SGE and allows SGE to control the defense. If infringement is found or alleged, SGE may modify the deliverable, replace it, or refund the corresponding fees for that deliverable.

10) Term, Termination & Suspension

10.1 Term. These Terms begin on the Effective Date and continue until terminated as provided herein. Each SOW has its own term.
10.2 Termination for Convenience. Either party may terminate an SOW for convenience with 30 days’ written notice. Client remains responsible for fees for work performed, committed third-party costs, and non-cancelable expenses through the effective termination date.
10.3 Termination for Cause. Either party may terminate for material breach if not cured within 10 days of written notice.
10.4 Suspension. SGE may suspend services for non-payment or legal/compliance concerns.
10.5 Survival. Sections 2–9, 10.5, 11–14 survive termination.

11) Independent Contractor; Subcontractors

We are an independent contractor. Nothing creates a partnership, joint venture, or employment relationship. We may use qualified subcontractors; SGE remains responsible for the Services.

12) Non-Solicitation

During the term of any SOW and for six (6) months thereafter, Client will not solicit for employment or contract any SGE personnel who directly worked on Client’s account, except with SGE’s prior written consent. General public job postings are excluded.

13) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., acts of God, outages, strikes, war, government action, platform outages). The impacted party will notify the other and resume performance as soon as reasonably practicable.

14) Governing Law; Dispute Resolution

14.1 Law & Venue. These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law. Courts located in New Castle County, Delaware (state or federal) have exclusive jurisdiction, and the parties consent to personal jurisdiction and venue there.
14.2 Injunctive Relief. A party may seek injunctive or equitable relief in court for actual or threatened misuse of its IP or Confidential Information.

(Optional: if you prefer arbitration, replace 14.1–14.2 with an arbitration clause.)

15) Notices

Notices must be in writing and deemed given when sent by email (with confirmation) or by recognized courier to the addresses below, or as updated in writing:

• To SGE: contact@starlightgroupenterprise.com; 8 The Green, Dover, DE, United States, 19901
  
  

• To Client: the email and address specified in the SOW.
  
  

16) Miscellaneous

16.1 Entire Agreement; Order of Precedence. These Terms and the SOW(s) are the entire agreement and supersede prior discussions. If there is a conflict, the SOW controls, then these Terms.
16.2 Updates. We may update these Terms from time to time; material changes will apply on a going-forward basis and be communicated or posted.
16.3 Assignment. Neither party may assign without the other’s written consent, except either may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets (with notice).
16.4 Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
16.5 Counterparts; E-Sign. SOWs and amendments may be executed electronically and in counterparts.