Terms

These terms govern engagements with HALYXA. Reading them is a prerequisite for working together. If anything is unclear, ask before signing.

HALYXA is operated by Tiago Mascarenhas, empresário em nome individual, registered in Portugal. Address and NIF in /imprint. References to "HALYXA," "we," or "us" mean this sole-trader entity. References to "you" or "client" mean the company or individual entering an engagement with HALYXA.

1. What HALYXA does

HALYXA is a paid media studio. The work includes paid social and paid search media buying, creative direction, measurement and reporting, account structure, audience strategy, and ongoing optimization across platforms including but not limited to Meta, Google, TikTok, Reddit, LinkedIn, and X.

HALYXA does not provide: legal advice, tax advice, accounting services, organic social management, public relations, email marketing platform management, web development, or business strategy consulting outside the scope of paid media.

The exact scope of any engagement is defined in a signed proposal or statement of work (SOW) and supersedes anything stated generally on this page.

2. How engagements work

Standard sequence:

1. Apply. Submit the form at halyxa.com/apply with company details, monthly spend, and what you're trying to solve.
2. Discovery call. A 30-minute call to assess fit, both ways. No charge.
3. Proposal. If both sides want to continue, HALYXA sends a written proposal with scope, deliverables, pricing tier, term length, and start date. Valid for 14 days from issue.
4. Signature. Proposal is countersigned by both parties. This document becomes the binding agreement, supplemented by these terms.
5. Onboarding. Week one is access, ad account audit, creative inventory, channel review, and baseline measurement. No new media spend in week one unless explicitly agreed.
6. Launch. Active media management begins in week two.

3. Pricing tiers

HALYXA operates three engagement tiers. The right tier for a client depends on monthly ad spend and scope complexity.

The "managed spend" figure is the total media budget that flows through accounts HALYXA actively manages in a given billing month. Spend on channels or accounts outside HALYXA's management is excluded.

Pricing is reviewed quarterly and may be adjusted with 30 days' written notice. Existing clients are grandfathered to their current pricing for at least the current term length.

4. Payment terms

Monthly fee. The fixed monthly fee is invoiced on the 1st of each month and is due on receipt. Payment is required before media spend is committed for that month.

Spend percentage. The variable fee on managed spend is invoiced on the 1st of the following month, calculated based on actual spend in the prior month, and is due within 7 days.

First month. The first monthly fee is invoiced on the engagement start date and is due within 7 days. The first spend percentage invoice follows the standard schedule.

Currency. Invoices are issued in USD by default. EUR, GBP, or other currencies are available on request and locked at signature.

Payment methods. Bank transfer (SEPA for EU clients, SWIFT for international). Credit card via Stripe is available for STRAND tier; HELIX and COMPOUND are bank transfer only.

Late payment. Invoices unpaid 14 days past due may result in paused media management until cleared. Invoices unpaid 30 days past due may result in termination per section 9. Interest on late payment accrues at the Portuguese legal commercial rate per Decreto-Lei n.º 62/2013.

Media spend. Media platforms (Meta, Google, etc.) bill the client directly through the client's own payment methods. HALYXA does not front media spend. HALYXA's invoices are for management services only.

5. What HALYXA needs from you

For the engagement to function, the client provides:

• Ad account access. Admin or advertiser-level access to all relevant ad accounts on contracted platforms. If accounts do not yet exist, HALYXA creates them under the client's ownership.
• Pixel and conversion API access. Where applicable, admin access to website pixels, server-side event tracking, and conversion APIs.
• Creative assets and approvals. Brand assets, product imagery, video footage, and approval authority for new creative within reasonable timelines (typically 3 business days per round).
• Site and landing page access. Read-only access to web analytics (GA4, Plausible, etc.) and the ability to push tracking or landing page changes through the client's web team within reasonable timelines.
• Designated decision-maker. A single point of contact authorized to approve creative, budget changes, and strategic shifts. Multi-stakeholder approvals slow execution; HALYXA expects one person with authority on the client side.
• Honest information. Accurate revenue figures, real margin data where margin-based optimization is in scope, and disclosure of material business changes (funding events, supply issues, planned product launches) that affect campaign strategy.

If the client cannot or does not provide the above, HALYXA's ability to deliver is materially affected and the engagement scope is renegotiable.

6. What HALYXA owns and what the client owns

The client owns:

• All ad accounts created or used during the engagement, regardless of who set them up.
• All creative produced or commissioned for the client's campaigns: ad copy, ad images, ad videos, landing pages built specifically for the engagement.
• All performance data, audience data, and pixel data generated through the client's accounts.
• All brand assets, product data, and customer information provided to HALYXA at any point.

HALYXA retains ownership of:

• HALYXA's internal frameworks, audit checklists, briefing templates, reporting templates, and methodologies developed independently of the engagement.
• Anonymized, aggregated performance benchmarks across the HALYXA client book, used for research and improving HALYXA's service.
• The right to mention the engagement publicly (client name, sector, headline result) after the engagement begins, unless the client opts out in writing before signature. Specific financial figures, internal strategy, or confidential business information are never disclosed.

If the engagement ends, the client retains all assets listed under "client owns" with no claim from HALYXA.

7. Confidentiality

Both parties keep the other's confidential information confidential. Confidential information includes business strategy, financial figures, customer data, product roadmaps, internal personnel matters, and the specific terms of the engagement.

This obligation continues for 3 years after the engagement ends. It does not apply to: information that becomes public through no fault of the receiving party, information already known before disclosure, information independently developed without reference to the confidential information, or disclosure compelled by law or regulator.

A separate non-disclosure agreement (NDA) may be signed if the client requires one. Standard NDAs are signed without negotiation; bespoke NDAs are reviewed and may carry a one-time fee.

8. Performance, results, and what HALYXA does not promise

HALYXA does not guarantee specific performance outcomes. No agency or operator honestly can. Paid media performance depends on factors outside HALYXA's control: market conditions, competitor activity, platform algorithm changes, product-market fit, pricing, supply chain, seasonality, and client execution on the operational side.

What HALYXA does commit to:

• Disciplined account structure and execution per documented best practice
• Weekly performance reporting against agreed KPIs
• Monthly strategic review with documented decisions
• Proactive communication on material issues (rising CPMs, account flags, creative fatigue, attribution shifts)
• Honest assessment when something is not working, including recommending a stop or a pivot

What HALYXA does not commit to:

• A specific ROAS, CPA, or growth rate
• A specific revenue figure
• That paid media will be the right channel for the client's business at any given moment
• That recommendations will always be followed (the client has final say on its own marketing)

Decisions about budget allocation, channel mix, and creative direction are recommendations. Final approval is the client's.

9. Term and termination

Initial term. Engagements have an initial minimum term defined in the proposal. The default minimum is 90 days from launch. Shorter or longer terms can be agreed in writing.

Notice period. After the initial term, either party may terminate the engagement with 30 days' written notice. Notice may be given by email to a designated address.

During the notice period. HALYXA continues active management and orderly handover. The client continues to pay the monthly fee and any accrued spend percentage. No new strategic initiatives are launched in the final 14 days unless both parties agree.

Termination for cause. Either party may terminate with immediate effect for material breach: non-payment past 30 days due, repeated failure to provide access or approvals, breach of confidentiality, illegal conduct, or insolvency.

Off-boarding. On termination, HALYXA returns all client assets, transfers documentation, removes HALYXA personnel from ad accounts, and provides a closing report. The client pays any outstanding invoices including the final pro-rated spend percentage.

Pause vs. termination. A client may request a pause (suspension of active management while retaining the engagement) for up to 60 days within any 12-month period. During a pause, the monthly fee is reduced to 30% of the contracted amount. Spend percentage is zero during pause.

10. Liability

HALYXA's total liability under any engagement, for any cause, is capped at the total monthly fees paid in the 3 months preceding the event giving rise to the claim.

This cap does not apply to: HALYXA's confidentiality obligations, willful misconduct, gross negligence, or any liability that cannot be limited under Portuguese law.

HALYXA is not liable for: lost profits, lost revenue, loss of business opportunity, indirect or consequential damages, damages caused by third-party platforms (account suspensions, billing errors, policy enforcement by Meta, Google, TikTok, etc.), or damages caused by the client's failure to fulfill its obligations under section 5.

Each party maintains its own professional liability and general business insurance appropriate to its operations.

11. Data and privacy

The privacy policy at /privacy covers personal data processed through halyxa.com. For data processed during a client engagement, a separate data processing agreement (DPA) is signed at engagement start, covering:

• Categories of personal data processed (typically end-customer data captured by the client's ad accounts and pixels)
• Purpose of processing (campaign optimization, audience building, reporting)
• Sub-processors (the same platforms and tools listed in /privacy section 4)
• Retention periods aligned to the engagement term
• Data return and deletion procedures at termination
• Security measures

The client is the data controller for end-customer data flowing through its ad accounts. HALYXA is the data processor.

12. Force majeure

Neither party is liable for failure to perform due to events outside reasonable control: natural disaster, war, civil disorder, pandemic, government action, internet outage affecting major infrastructure, or platform-wide outages of Meta, Google, or other media platforms exceeding 48 consecutive hours.

The affected party notifies the other in writing within 5 business days, and obligations are suspended for the duration of the event. If the event extends beyond 30 days, either party may terminate with no termination fee.

13. Independent contractor

HALYXA operates as an independent contractor. Nothing in any engagement creates an employer-employee relationship, partnership, joint venture, agency, or franchise between HALYXA and the client.

HALYXA is responsible for its own taxes, social security, insurance, and equipment. HALYXA decides how and when work is performed, subject to delivery commitments in the engagement.

14. Assignment

Neither party may assign its rights or obligations under an engagement without the other's prior written consent. Consent is not unreasonably withheld in the case of a merger, acquisition, or change of control affecting either party.

15. Governing law and disputes

These terms and any engagement under them are governed by Portuguese law, without reference to conflict of laws principles.

Disputes are first addressed by direct negotiation in good faith between authorized representatives. If unresolved within 30 days, either party may submit the dispute to the courts of Lisbon, Portugal, which have exclusive jurisdiction.

Nothing in this section prevents either party from seeking urgent injunctive relief in any competent court.

16. Entire agreement

A signed proposal or SOW together with these terms forms the entire agreement between HALYXA and the client. Prior discussions, emails, and verbal commitments not reflected in the signed documents are not binding.

If a specific clause in a signed proposal conflicts with these terms, the proposal prevails for that specific point.

17. Changes to these terms

HALYXA may update these terms by posting an updated version at halyxa.com/terms and updating the "Last updated" date. Material changes are emailed to all active clients with at least 30 days' notice and do not apply retroactively to engagements already in flight.

If a client does not accept material changes, the client may terminate without notice charge, effective from the date the changes take effect.

18. Contact

For questions about these terms, the engagement structure, or pricing:

hello@halyxa.com

For contract negotiation or specific commercial questions, the discovery call is the right venue.