Terms of Service
Last Updated: 19.08.2026
These Terms of Service (hereinafter the “Terms”) govern your access to and use of the website https://www.muflon.com/ (the “Website”) and the digital, design, development, marketing, and related services offered, operated, and/or owned by Muflon Agency Ltd (collectively the “Services”), a company duly incorporated and existing under the laws of the Republic of Cyprus, with registration number HE 465838 with registered address Kosta Kariotaki 23, 4170, Limassol, Cyprus (referred to as “Muflon”, “Agency”, “Company”, “we”, “our”, or “us”).
By accessing, browsing, submitting an enquiry through, or otherwise using the Website, and/or by requesting, commissioning, purchasing, or receiving any of our Services, you (the “Client”, “you”, or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must immediately cease using the Website and refrain from engaging our Services.
These Terms set out the general framework on which we make the Website available and provide our Services. The specific scope, deliverables, fees, and timeline of any particular engagement are set out in a separate proposal, quotation, statement of work, or order confirmation (each a “Proposal”) agreed between you and the Company. Each Proposal incorporates and is subject to these Terms. In the event of a direct conflict between a signed Proposal and these Terms, the Proposal shall prevail in respect of the specific matter addressed.
We reserve the right to suspend, restrict, or terminate access to the Website or the provision of any Services if we reasonably believe that a Client has breached these Terms or has engaged in conduct that may adversely affect our Services, reputation, systems, clients, or legal rights.
1. Definitions
For the purposes of these Terms, the following definitions shall apply:
- (a)“Agency”, “Company”, “Muflon”, “we”, “us”, or “our” means Muflon Agency Ltd, registration number HE 465838, and its permitted successors and assigns.
- (b)“Client”, “you”, or “your” means any person or legal entity that accesses the Website or that requests, commissions, purchases, or receives the Services.
- (c)“Website” means https://www.muflon.com/ and any associated sub-domains, pages, forms, blog, and content operated by the Company.
- (d)“Services”means the design, development, marketing, and related services offered by the Company, which may include, without limitation, the design and development of websites and web applications; e-commerce stores and online shops; custom software and enterprise solutions; workflow and business automations; search engine optimisation (“SEO”); social media management; paid advertising campaigns (including Google Ads and Meta Ads); branding, graphic, packaging, and print design; and hosting, maintenance, and support.
- (e)“Deliverables” means the specific work product, materials, files, code, designs, documents, or other outputs that the Company agrees to create for and deliver to the Client under a Proposal.
- (f)“Project” means a defined, one-off engagement for the provision of Services with an agreed scope, as set out in a Proposal.
- (g)“Retainer” or “Maintenance Plan” means a recurring arrangement under which the Company provides ongoing Services (such as hosting, maintenance, support, marketing, or a defined allocation of work) on a periodic basis in exchange for a recurring fee.
- (h)“Proposal” means any proposal, quotation, scope of work, statement of work, order form, or written confirmation issued or agreed by the Company that describes the scope, Deliverables, fees, and/or timeline of an engagement.
- (i)“Fees” means all amounts payable by the Client to the Company for the Services, as set out in a Proposal, invoice, or on the Website.
- (j)“Client Materials” means all content, data, text, images, logos, trademarks, brand assets, credentials, access rights, information, and other materials that the Client provides, or instructs the Company to use, in connection with the Services.
- (k)“Third-Party Services” means any product, platform, software, framework, hosting environment, plugin, theme, template, library, application programming interface (API), integration, payment processor, domain registrar, advertising platform, analytics tool, or other service supplied, operated, or controlled by a party other than the Company (including, by way of example, Shopify, WordPress, Google, Meta, and similar providers).
- (l)“Intellectual Property Rights” means all rights in and to patents, registered and unregistered designs, copyright, database rights, trade marks, trade names, domain names, trade secrets, know-how, source code, and any other intellectual or proprietary rights, whether registered or unregistered, and all applications and rights to apply for such rights, anywhere in the world.
- (m)“Confidential Information” means any non-public information disclosed by one party to the other in connection with the Services that is marked as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
- (n)“AI Systems” means artificial intelligence, machine learning, large language models, generative tools, automation technologies, and similar automated systems that the Company may use in connection with the provision of the Services.
- (o)“Applicable Law” means all applicable laws, statutes, regulations, directives, orders, rules, and codes of practice of the Republic of Cyprus, the European Union, and any other jurisdiction relevant to the Client’s use of the Website or receipt of the Services.
2. About Muflon and Nature of the Services
The Company operates as a full-service digital agency providing the Services described in Section 1(d). The precise composition, availability, and delivery method of the Services may change and evolve over time at the Company’s sole discretion.
Clients acknowledge and agree that:
- (a)the Website is primarily an informational and promotional platform through which the Company presents its Services, showcases previous work, publishes blog content, and enables prospective clients to make enquiries and request a quotation;
- (b)the provision of any Service is subject to a separate Proposal being agreed between the parties, and no contract for Services is formed merely by accessing the Website or submitting an enquiry;
- (c)the Company may provide Services on a Project basis, on a Retainer basis, or a combination of both, as agreed in the applicable Proposal;
- (d)any estimates, indicative pricing, timeframes, statistics, results, or case studies displayed on the Website are provided for general illustration only, are not binding, and do not constitute a guarantee of any particular outcome; and
- (e)the Company may modify, expand, reduce, suspend, or discontinue any category or type of Service, feature, or Website content at any time without notice or liability, save in respect of Services already contracted under an accepted Proposal.
3. Scope of Engagement, Proposals and Project Workflow
Following an enquiry, the Company will typically arrange a kick-off or scoping discussion, after which it may issue a Proposal setting out the agreed scope, Deliverables, Fees, and an indicative timeline. An engagement becomes binding only when the Client accepts the Proposal in writing (including by email, electronic signature, or by paying any deposit or invoice referable to it) and, where applicable, the Company confirms acceptance.
Clients acknowledge and agree that:
- (a)the Services to be provided are limited to those expressly described in the accepted Proposal, and anything not expressly included is out of scope;
- (b)any request for work, features, revisions, or Deliverables beyond the agreed scope (a “Change Request”) may be subject to additional Fees and an adjusted timeline, and the Company is not obliged to carry out any Change Request until it has been agreed in writing;
- (c)the number of rounds of revisions, review cycles, or amendments included is limited to that stated in the Proposal, and further revisions may be chargeable;
- (d)where the Proposal provides for milestones, stages, or acceptance points, the Client shall review and either approve or provide consolidated feedback within any period stated in the Proposal or otherwise within a reasonable period; and
- (e)a Deliverable or milestone shall be deemed accepted where the Client approves it, uses it in a live or commercial environment, or fails to raise reasonable, specific objections within the applicable review period.
4. Use of the Website
You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for lawful purposes and, where you are a prospective or existing client, to evaluate and engage our Services. When accessing or using the Website, you shall not, and shall not permit any third party to:
- (a)use the Website in any manner that is unlawful, fraudulent, defamatory, harmful, abusive, or otherwise prohibited by these Terms or Applicable Law;
- (b)attempt to gain unauthorised access to, interfere with, damage, or disrupt any part of the Website, its servers, or any connected systems or networks;
- (c)use any automated system, bot, crawler, spider, scraper, or data-extraction tool to access, copy, harvest, or systematically download content from the Website, or use any Website content to train AI Systems, save with the Company’s prior written consent;
- (d)introduce or transmit any virus, malware, ransomware, or other malicious or harmful code to or through the Website;
- (e)reproduce, republish, redistribute, adapt, or exploit any content of the Website (including text, designs, logos, graphics, and blog articles) for commercial purposes without the Company’s prior written consent; or
- (f)submit through any contact, enquiry, or comment form any content that is false, misleading, unlawful, infringing, or that you do not have the right to submit.
Any enquiry or information you submit through the Website must be accurate and truthful. The Company may use the contact details you provide to respond to your enquiry and, where you consent or where otherwise permitted by Applicable Law, to send you related communications.
5. Eligibility and Capacity
By accessing the Website or engaging the Services, you represent and warrant that:
- (a)you are at least eighteen (18) years of age, or, if accessing the Website in a jurisdiction where the age of majority is higher, you have attained such majority;
- (b)you have full legal capacity and authority to enter into these Terms and any Proposal;
- (c)if you are acting on behalf of a legal entity, you are duly authorised to bind that entity to these Terms and the applicable Proposal;
- (d)your use of the Website and the Services does not violate any Applicable Law or any obligation to which you are subject; and
- (e)you are not subject to any sanctions, restrictions, or prohibitions that would make your use of the Website or receipt of the Services unlawful.
6. Client Obligations and Cooperation
The successful and timely provision of the Services depends on the Client’s cooperation. The Client shall:
- (a)provide, in a timely manner, all Client Materials, content, information, instructions, approvals, feedback, and access (including to accounts, hosting, domains, third-party platforms, and credentials) reasonably required by the Company to perform the Services;
- (b)ensure that all Client Materials are accurate, complete, and lawful, and designate a responsive point of contact with authority to give instructions and approvals;
- (c)review Deliverables, drafts, and milestones and provide clear, consolidated feedback or approval within the periods set out in the Proposal or otherwise within a reasonable time;
- (d)obtain and maintain, at its own cost, any licences, subscriptions, consents, permissions, or third-party accounts required for the Services or for the Client’s use of the Deliverables, unless the Proposal states that the Company will procure these on the Client’s behalf;
- (e)maintain its own backups of any data, content, or materials of importance to it, and acknowledge that the Client remains responsible for its own business records; and
- (f)comply with all Applicable Law in connection with its business, its website or store, the products or services it offers, and its use of the Deliverables.
The Company shall not be liable for any delay, additional cost, or failure to meet any timeline or estimate to the extent caused by the Client’s delay, incomplete or inaccurate Client Materials, failure to provide approvals or access, or other act or omission of the Client or its third-party suppliers. Where an engagement is delayed or put on hold at the Client’s request or through the Client’s inaction for a prolonged period, the Company may re-prioritise resources and reschedule the work, and may charge for work performed to date.
7. Fees, Quotations and Payment
Fees for the Services are set out in the applicable Proposal or invoice. Unless expressly stated otherwise, the Company typically provides a fixed quotation for a defined scope of work, agreed before the work commences.
The Client agrees that:
- (a)the Company may require payment of a deposit, an upfront payment, or a percentage of the Fees before work commences, and work may not begin until such payment is received;
- (b)unless otherwise stated, invoices are payable within the period stated on the invoice or, where no period is stated, within fourteen (14) days of the invoice date;
- (c)Fees are exclusive of value added tax (VAT) and any other applicable taxes, duties, or levies, which shall be added where applicable and payable by the Client;
- (d)the Fees do not include third-party costs (such as domain registration, hosting, premium themes or plugins, stock assets, fonts, software licences, subscriptions, payment-processor fees, or advertising spend), which are the Client’s responsibility and may be invoiced separately or paid by the Client directly, as agreed;
- (e)where a Change Request or additional work is agreed, the associated additional Fees shall be payable in accordance with these Terms and the relevant Proposal; and
- (f)all Fees paid are non-refundable except where expressly agreed in writing or required by Applicable Law, in particular given that Services involve the commitment of time, resources, and third-party costs.
If any undisputed amount is not paid when due, the Company may, without limiting its other rights or remedies: (i) charge interest on the overdue amount at a reasonable rate permitted by Applicable Law; (ii) suspend the provision of the Services and the delivery of, or access to, any Deliverables; and/or (iii) withhold the transfer of Intellectual Property Rights until all outstanding Fees are paid in full. Ownership of Deliverables and the associated Intellectual Property Rights transfers only upon receipt by the Company of all Fees due in respect of them, as further described in Section 11.
8. Retainers, Hosting, Maintenance and Support
Where the Client engages the Company on a Retainer or Maintenance Plan, or for hosting or ongoing support, the following provisions apply in addition to the applicable Proposal.
- (a)Retainers and Maintenance Plans are billed periodically (typically monthly) in advance at the rate set out in the Proposal, and, unless otherwise stated, renew automatically for successive periods until cancelled in accordance with these Terms.
- (b)The scope of a Retainer or Maintenance Plan (for example, backups, security updates, content updates, performance fixes, monitoring, hosting, or a defined allocation of hours or tasks) is limited to that set out in the applicable Proposal; work outside that scope is chargeable separately.
- (c)Unused hours, tasks, or allocations do not roll over to subsequent periods unless the Proposal expressly provides otherwise.
- (d)Either party may cancel a Retainer, Maintenance Plan, or hosting arrangement by giving written notice in accordance with the notice period stated in the Proposal, or, where none is stated, no less than thirty (30) days before the end of the then-current billing period. Cancellation takes effect at the end of the current billing period, and Fees for that period remain payable.
- (e)Where the Company provides hosting or manages hosting on the Client’s behalf, the underlying infrastructure is provided by Third-Party Services and is subject to Section 12. The Company does not warrant uninterrupted, error-free, or secure hosting, and the Client remains responsible for maintaining independent backups of its data.
- (f)Upon termination of a hosting or Maintenance Plan, the Client is responsible for arranging migration of its website, data, and content to an alternative provider; the Company may assist with migration on a chargeable basis.
9. Project Timelines and Delivery
Any timelines, delivery dates, launch dates, or turnaround periods communicated by the Company (whether on the Website, in a Proposal, or otherwise) are good-faith estimates only and are not of the essence, unless a specific date is expressly agreed in writing as a firm deadline. Delivery estimates are dependent on, among other things, the timely provision of Client Materials, approvals, access, and payments, and on the stability and availability of Third-Party Services.
The Company shall use reasonable efforts to meet estimated timelines but shall not be liable for any delay, and no delay shall entitle the Client to terminate, withhold payment, or claim damages, where the delay arises from the Client’s acts or omissions, Change Requests, third-party dependencies, or events beyond the Company’s reasonable control (as described in Section 22).
10. Intellectual Property Rights and Ownership of Deliverables
10.1 Ownership of Deliverables
Subject to full payment of all Fees due in respect of the relevant Deliverables, and save as set out in Sections 10.2 and 10.3, the Company assigns to the Client the Intellectual Property Rights in the final, bespoke Deliverables created specifically for the Client under the applicable Proposal, such as the final website design, custom code written specifically for the Client, and final brand assets delivered to the Client. Until all such Fees are paid in full, all Intellectual Property Rights in the Deliverables remain vested in the Company, and any licence to use them is conditional upon payment.
10.2 Agency Materials and Pre-Existing Works
Notwithstanding Section 10.1, the Company retains all Intellectual Property Rights in, and nothing in these Terms transfers to the Client any rights in, the Company’s pre-existing materials, know-how, methodologies, processes, tools, frameworks, libraries, code components, templates, design systems, boilerplate, and general skills and experience (“Agency Materials”), whether created before or during the engagement. To the extent any Agency Materials are incorporated into a Deliverable, the Company grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use those Agency Materials solely as part of the Deliverable for its intended purpose. The Client shall not extract, resell, sublicense, or independently exploit the Agency Materials separately from the Deliverable.
10.3 Third-Party Components and Licensed Materials
Deliverables may incorporate Third-Party Services and third-party components such as open-source software, frameworks, themes, plugins, libraries, fonts, stock images, or other licensed materials. Such components remain the property of their respective owners and are licensed to the Client subject to the applicable third-party licence terms, not assigned by the Company. The Client is responsible for complying with, and where applicable maintaining and paying for, any such third-party licences, and for any subscription required to continue using a component after delivery.
10.4 Client Materials
The Client retains all Intellectual Property Rights in the Client Materials. The Client grants the Company a non-exclusive, royalty-free, worldwide licence to use, copy, modify, adapt, and incorporate the Client Materials for the purpose of providing the Services and creating the Deliverables. The Client represents and warrants that it owns or is validly licensed to use all Client Materials, and that the Company’s use of them as contemplated by the Services will not infringe the Intellectual Property Rights or other rights of any third party.
10.5 Website Content
All content on the Website itself — including its design, layout, text, graphics, logos, the “Muflon” name and mark, blog articles, and underlying software — is owned by or licensed to the Company and is protected by the laws of the Republic of Cyprus, the European Union, and applicable international intellectual property conventions. Except as expressly permitted in Section 4, no right or licence to use the Website content is granted to you.
11. Third-Party Services, Platforms and Materials
The Services frequently rely on, integrate with, or are delivered through Third-Party Services. Clients acknowledge and agree that:
- (a)the Company does not own or control Third-Party Services and is not responsible or liable for their availability, functionality, performance, security, pricing, policies, terms of service, or continued existence;
- (b)the Client’s use of any Third-Party Service is subject to that third party’s own terms, policies, and fees, and the Client is responsible for reviewing, accepting, and complying with them;
- (c)changes made by a third party to its platform, APIs, algorithms, policies, pricing, or availability may affect the Deliverables or the Services, and any resulting remedial or adaptation work may be chargeable;
- (d)the Company shall not be liable for any loss, damage, downtime, data loss, or additional cost arising from any act, omission, failure, suspension, or termination of a Third-Party Service, or from any change to it; and
- (e)where the Company sets up or configures a Third-Party Service or account on the Client’s behalf, ownership of and responsibility for that account and any associated fees rest with the Client, and the Client should ensure it retains administrative control of, and access to, all such accounts.
12. Marketing Services — SEO, Advertising and Social Media
Where the Company provides marketing Services, the following additional terms and disclaimers apply.
12.1 Search Engine Optimisation (SEO)
SEO involves optimising a website and its content to improve its visibility in search engines over time. The Client acknowledges that search engine rankings, indexing, traffic, and results are determined by third-party search engines using proprietary and frequently changing algorithms over which the Company has no control. Accordingly, the Company does not warrant or guarantee any specific ranking, position, level of traffic, indexing outcome, conversion, or result, or the timeframe in which any improvement may occur. SEO results, where achieved, typically accrue over an extended period and may be affected by factors outside the Company’s control, including algorithm updates, competitor activity, and changes made to the website by the Client or third parties.
12.2 Paid Advertising (Google Ads, Meta Ads and Similar)
Where the Company manages paid advertising campaigns, the Client acknowledges that such campaigns are run on Third-Party Services (such as Google and Meta) that are subject to their own policies, approval processes, pricing, and rules. Advertising spend (media budget) is the responsibility of the Client and is in addition to the Company’s management Fees, unless expressly agreed otherwise. The Company does not guarantee any specific reach, impressions, clicks, leads, sales, cost-per-result, return on ad spend, or other outcome. The Company is not responsible for the suspension, disapproval, or termination of any advertising account or campaign by the relevant platform, and the advertising account remains the property and responsibility of the Client.
12.3 Social Media Management
Where the Company manages social media accounts or content on the Client’s behalf, it does so subject to the terms and policies of the relevant platforms. The Client remains the owner of its social media accounts and is responsible for retaining administrative access. The Company does not guarantee any specific level of engagement, followers, reach, or growth, and is not liable for any action taken by a platform in respect of the Client’s accounts or content.
13. Artificial Intelligence and Automated Tools
The Company may use AI Systems and automation tools in connection with the delivery of the Services, including for research, drafting, code generation, content generation, data processing, workflow automation, and optimisation. The Company applies reasonable review and quality-control measures in connection with its use of AI Systems. Notwithstanding such measures, the Client acknowledges that AI Systems may, on occasion, produce inaccuracies, omissions, biases, outdated information, or other unintended results, and that outputs generated or assisted by AI Systems should be reviewed before being relied upon or published. The Company makes no warranty that AI-generated or AI-assisted outputs will always be accurate, complete, current, error-free, or suitable for any particular purpose. Where the Company builds automations or AI-assisted features into a Deliverable, the Client is responsible for supervising and reviewing their operation in its own environment.
14. Confidentiality
Each party shall keep confidential the Confidential Information of the other party and shall not use it except for the purpose of performing its obligations or exercising its rights under these Terms or a Proposal, or disclose it to any third party except to its personnel, contractors, or advisers who need to know it and who are bound by equivalent obligations of confidentiality. This obligation does not apply to information that is or becomes publicly available other than through breach of these Terms, was already lawfully known to the receiving party, is independently developed, or is required to be disclosed by Applicable Law, court order, or regulatory authority. This Section survives termination of the engagement.
15. Data Protection and Privacy Policy
The Company is committed to protecting personal data and to processing it lawfully, fairly, and transparently in accordance with the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and applicable Cyprus data protection legislation. The Company’s collection and use of personal data through the Website is governed by its Privacy Policy, which form an integral part of these Terms and are incorporated herein by reference.
Where, in the course of providing the Services, the Company processes personal data on behalf of the Client (for example, personal data contained in a database, store, or system the Company builds or maintains), the Client is the data controller and the Company acts as a data processor. In such cases, each party shall comply with its respective obligations under the GDPR, and the parties shall, where required, enter into a data processing agreement. The Client warrants that it has a lawful basis for any personal data it provides to, or instructs the Company to process, and that it has provided all notices and obtained all consents required for such processing. To find out more about the processing of your personal data please refer to our Privacy Policy.
16. Warranties and Disclaimers
The Company warrants that it will provide the Services with reasonable skill and care and in accordance with generally accepted industry standards. Except for this express warranty and any warranties that cannot be excluded under Applicable Law, the Services, the Website, the Deliverables, and all content are provided on an “as is” and “as available” basis, and the Company disclaims all other warranties, conditions, representations, and terms, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, or that any particular commercial result will be achieved.
Without limiting the foregoing, the Company does not warrant or guarantee that: (a) the Website or any Deliverable will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components; (b) any defect will be corrected within any particular timeframe; (c) any particular business, financial, marketing, ranking, traffic, or sales outcome will be achieved; or (d) any Third-Party Service will remain available or perform as expected. Any statistics, testimonials, or case studies presented on the Website reflect particular past engagements and are not a promise or guarantee of comparable results.
17. Portfolio and Promotional Rights
Unless the Client notifies the Company otherwise in writing, the Client grants the Company the right to reference the Client as a client and to display, reproduce, and describe the Deliverables and non-confidential aspects of the engagement (including screenshots, designs, and links) in the Company’s portfolio, website, case studies, social media, proposals, and other marketing and promotional materials. The Company shall not disclose Confidential Information in doing so.
18. Service Availability and Website Changes
The Company endeavours to keep the Website available and functioning but does not represent, warrant, or guarantee that the Website or any Service will at all times be available, uninterrupted, timely, secure, or error-free. Access to all or any part of the Website or Services may be suspended, restricted, modified, interrupted, or discontinued without prior notice for reasons including scheduled or emergency maintenance, upgrades, security incidents, technical failures, regulatory requirements, force majeure events, or any other operational, commercial, or strategic reason. The Company shall not be liable for any loss arising from any such interruption, suspension, modification, or unavailability.
19. Limitation of Liability
To the fullest extent permitted by Applicable Law, the Company, together with its shareholders, directors, officers, employees, contractors, consultants, agents, licensors, suppliers, and successors and assigns (collectively the “Company Parties”), shall not be liable to any Client or any third party for any indirect, incidental, special, consequential, punitive, or exemplary loss or damage, or for any loss of profit, revenue, business, goodwill, anticipated savings, data, or opportunity, arising from or in connection with:
- (a)any access to, use of, or inability to access or use the Website, the Services, or any Deliverable;
- (b)any errors, inaccuracies, omissions, defects, or delays in any Deliverable or Service, including any originating in Client Materials or Third-Party Services;
- (c)any loss or corruption of data, or any failure to back up data;
- (d)any interruption, suspension, or termination of the Website, the Services, or any Third-Party Service;
- (e)any viruses, malware, cyberattacks, unauthorised access, or security breaches, save to the extent directly caused by the Company’s gross negligence or wilful misconduct;
- (f)any business, financial, marketing, ranking, advertising, or sales outcome, or the failure to achieve any expected result; or
- (g)any act, omission, failure, or change of any third party, including any Third-Party Service or platform.
Where the Company and/or the Company Parties are found liable notwithstanding the foregoing, the aggregate liability of the Company and/or the Company Parties to a Client in respect of any and all claims arising under or in connection with these Terms and any related Proposal shall not exceed the total Fees paid by that Client to the Company for the specific Services giving rise to the liability in the three (3) months immediately preceding the event giving rise to the claim.
Nothing in these Terms shall limit or exclude any liability that cannot lawfully be limited or excluded under the laws of the Republic of Cyprus, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
20. Indemnification
To the fullest extent permitted by Applicable Law, you agree to indemnify, defend, and hold harmless the Company and each of the Company Parties from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, penalties, fines, settlements, costs, and expenses (including reasonable legal fees) arising from or relating to:
- (a)your access to or use of the Website or the Services;
- (b)your breach of, or failure to comply with, any provision of these Terms or any Proposal;
- (c)your violation of any Applicable Law, regulation, code, rule, or order;
- (d)any Client Materials, or any content, product, or service you offer or publish, including any claim that they infringe the Intellectual Property Rights, privacy, publicity, or other rights of any third party, or that they are unlawful, defamatory, or misleading;
- (e)your use of any Deliverable in a manner not contemplated by the Proposal, or after modification by you or a third party; or
- (f)any misuse, compromise, or unauthorised use of any account or credentials under your control.
This indemnification obligation shall survive the termination or expiry of the engagement and shall not be limited by any liability cap set out in these Terms.
21. Force Majeure
The Company shall not be in breach of these Terms, nor incur any liability, for any delay, interruption, suspension, or failure to perform any obligation where such delay or failure arises from any event or circumstance beyond the Company’s reasonable control, including acts of God, natural disasters, fire, flood, storm, earthquake, pandemic, epidemic, public-health emergency, war, terrorism, armed conflict, civil unrest, strikes or labour disputes, governmental or regulatory action, sanctions, failure or interruption of utilities, internet, telecommunications, hosting, or other Third-Party Services, power failures, cyberattacks, or distributed denial-of-service attacks (each a “Force Majeure Event”). During a Force Majeure Event the Company may suspend or modify the affected Services without liability and shall use commercially reasonable efforts to resume normal performance as soon as reasonably practicable.
22. Term, Suspension and Termination
These Terms apply from the moment you access the Website or engage the Services and continue in effect for as long as you do so and, in respect of any engagement, until that engagement is completed or terminated in accordance with these Terms and the applicable Proposal.
Either party may terminate an engagement for material breach by the other party where such breach is not remedied within fourteen (14) days of written notice specifying the breach. The Company may, in addition, suspend or terminate an engagement, the provision of any Service, or access to any Deliverable, with immediate effect and without liability, where:
- (a)the Client fails to pay any undisputed Fee when due;
- (b)the Client is in material or repeated breach of these Terms or a Proposal;
- (c)the Client becomes insolvent, enters into liquidation or administration, or is unable to pay its debts as they fall due;
- (d)continued provision may expose the Company or any third party to legal, financial, reputational, or security risk; or
- (e)suspension or termination is required by Applicable Law, court order, or regulatory directive.
On termination, the Client shall pay for all Services performed and all costs and third-party commitments incurred up to the date of termination. Termination shall not affect any rights, obligations, or liabilities accrued prior to termination. Provisions that by their nature are intended to survive termination — including those relating to payment, intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification — shall continue in full force and effect.
23. Modifications to These Terms
The Company reserves the right to amend, update, or modify these Terms at any time at its sole discretion. All modifications become effective upon publication of the updated Terms on the Website, unless a later effective date is specified. Where modifications are material, the Company will use reasonable efforts to provide notice by reasonable means. Your continued use of the Website or the Services following publication of any revised Terms constitutes your acceptance of them. It is your responsibility to review these Terms regularly. Modifications do not retroactively alter the agreed scope or Fees of an engagement already contracted under an accepted Proposal.
24. Severability
If any provision or part of these Terms is held by any court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. Where possible, any invalid or unenforceable provision shall be modified and interpreted so as to most closely reflect the original intention of the parties and the allocation of risk contemplated by these Terms.
25. No Waiver
No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. Any waiver is effective only if made in writing and signed by a duly authorised representative of the Company, and shall not extend to any other or subsequent breach or default.
26. Assignment and Subcontracting
You may not assign, transfer, or sub-contract any of your rights or obligations under these Terms or any Proposal without the Company’s prior written consent. The Company may assign or transfer its rights and obligations to an affiliate or successor, and may engage subcontractors or third parties to perform all or part of the Services, provided that the Company remains responsible for the Services performed on its behalf.
27. Entire Agreement
These Terms, together with the applicable Proposal, the Privacy Policy, the Cookie Policy, and any other policies or documents expressly incorporated by reference, constitute the entire agreement between the Company and the Client with respect to their subject matter and supersede all prior agreements, understandings, negotiations, and representations, whether oral or written. No representation, statement, or assurance not set out in these Terms or a Proposal shall have any legal effect. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out herein.
28. Governing Law and Dispute Resolution
These Terms, and any dispute, controversy, claim, or matter arising out of or in connection with them or their subject matter, formation, validity, interpretation, performance, breach, or termination, shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
Subject to any mandatory statutory rights of consumers under applicable consumer-protection legislation, the parties agree to submit to the exclusive jurisdiction of the competent courts of the Republic of Cyprus in respect of any such dispute. Before commencing proceedings, the parties shall use reasonable efforts to resolve any dispute amicably through good-faith discussions.
29. Contact Information
If you have any questions, concerns, or enquiries relating to these Terms, to a Proposal, to copyright or intellectual property matters, to privacy requests, or to any other aspect of the Website or the Services, you may contact us as follows:
Company: Muflon Agency Ltd
Registration number: HE 465838 (Republic of Cyprus)
Registered office: Kosta Karyotaki 23, Kato Polemidia, 4170, Limassol, Cyprus
Website: https://www.muflon.com/
Email: hello@muflon.com
The Company reserves the right to update its contact details from time to time by publishing revised information on the Website. Users are responsible for consulting the most current version of these Terms for up-to-date contact information.
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