Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ('Terms', 'Agreement') constitute a legally binding agreement between you ('Client', 'User', 'You') and Cliqamp Digital Marketing Agency ('Cliqamp', 'We', 'Our', 'Us'), a digital marketing agency registered and operating from Lucknow, Uttar Pradesh, India.

By visiting our website at www.cliqamp.com, requesting a quote, signing a service agreement, making a payment, or otherwise engaging our services, you confirm that you have read, understood, and unconditionally agree to be bound by these Terms and all policies incorporated herein by reference, including our Privacy Policy.

If you do not agree with any part of these Terms, you must immediately discontinue your use of our website and services. Continued use constitutes acceptance.

These Terms apply to all visitors, clients, prospective clients, and any other individuals who access or use our website or services in any capacity.

2. Definitions

For the purposes of these Terms, the following definitions apply:

3. Services Offered

Cliqamp provides the following categories of digital marketing services:

3.1 Search Engine Optimisation (SEO)

• Technical SEO audits, on-page optimisation, and off-page link-building strategies
• Local SEO for businesses targeting customers in Lucknow, pan-India, or internationally
• E-commerce SEO for online stores and product pages
• Monthly SEO reporting and performance tracking

3.2 Pay-Per-Click (PPC) & Performance Marketing

• Google Ads campaign creation, management, and optimisation
• Meta Ads (Facebook & Instagram) campaign management
• Display, remarketing, shopping, and YouTube advertising
• Conversion tracking, A/B testing, and ROAS optimisation

3.3 Social Media Marketing

• Social media strategy, content calendar creation, and scheduling
• Community management, engagement, and audience growth
• Influencer identification and coordination
• Platform management across Instagram, Facebook, LinkedIn, YouTube, and X (Twitter)

3.4 Content Marketing

• SEO-optimised blog writing, articles, and long-form content
• Website copywriting, landing page content, and ad copy
• Video scripts, case studies, whitepapers, and email sequences

3.5 Web Design & Development

• Custom WordPress website design and development
• Landing page design optimised for conversions
• E-commerce website development (WooCommerce, Shopify)
• Website speed optimisation and CRO (Conversion Rate Optimisation)

3.6 Email Marketing

• Email campaign strategy, copywriting, design, and deployment
• List management, segmentation, and automation workflows
• Performance reporting including open rates, CTR, and conversion tracking

The specific scope of services for each Client engagement will be defined in a signed Proposal or Service Agreement. In the event of any conflict between these Terms and the Service Agreement, the Service Agreement shall prevail in relation to scope and pricing.

4. Client Responsibilities

For Cliqamp to deliver effective services, Clients agree to fulfil the following responsibilities:

4.1 Information & Access

• Provide accurate, complete, and timely information required for service delivery
• Grant necessary access to websites, analytics accounts, advertising platforms, social media accounts, and any other tools required
• Designate a primary point of contact who is authorised to provide approvals and instructions
• Promptly respond to requests for feedback, approvals, or additional information within the agreed timeframes

4.2 Content & Assets

• Supply brand guidelines, logos, images, and other creative assets in a timely manner
• Ensure all materials provided to Cliqamp are original, legally owned, or properly licensed
• Review and approve content, copy, and creative materials within agreed timelines
• Confirm that all product/service claims approved for use in marketing are accurate and compliant with applicable laws

4.3 Platform Accounts

• Maintain active, paid accounts on third-party platforms required for service delivery (Google Ads, Meta Business Manager, etc.)
• Ensure billing details on all advertising platform accounts are current and have sufficient credit
• Notify Cliqamp immediately of any changes to platform accounts, passwords, or access credentials

4.4 Legal Compliance

• Ensure your business, products, and services comply with all applicable laws in your jurisdiction
• Obtain all necessary licences, permits, and regulatory approvals for marketing your products or services
• Immediately notify Cliqamp of any legal proceedings, regulatory actions, or compliance issues that may affect the marketing engagement

Delays caused by Client's failure to provide required information, assets, or approvals may result in revised timelines, additional charges, or suspension of services. Cliqamp shall not be liable for any failure to meet agreed timelines where such failure is attributable to the Client.

5. Fees, Payment & Billing

5.1 Service Fees

Cliqamp's service fees are as set out in the Proposal or Service Agreement signed by both parties. Fees are quoted in Indian Rupees (INR) unless otherwise agreed. All fees are exclusive of applicable taxes including Goods and Services Tax (GST) at the prevailing rate.

5.2 Ad Spend

Ad Spend (budgets paid directly to Google, Meta, and other advertising platforms) is entirely separate from Cliqamp's management fees. Ad Spend is paid directly by the Client to the respective platform and does not pass through Cliqamp's accounts. Cliqamp's fees do not include Ad Spend unless explicitly stated in the Service Agreement.

5.3 Payment Terms

5.4 Late Payment

• A late payment fee of 1.5% per month (or the maximum permitted by law) will be applied to overdue balances
• Cliqamp reserves the right to pause or suspend active services where payment is more than 14 days overdue
• Services will only resume upon receipt of all outstanding amounts plus applicable late fees
• Cliqamp shall not be liable for any losses, missed opportunities, or campaign performance degradation resulting from service suspension due to non-payment

5.5 Disputed Invoices

If you dispute any invoice, you must notify Cliqamp in writing within 5 business days of the invoice date, specifying the nature of the dispute. Undisputed portions of an invoice must be paid by the due date. Cliqamp will investigate and respond to disputed invoices within 10 business days.

5.6 Price Changes

Cliqamp reserves the right to revise pricing for ongoing retainer services. Clients will be given a minimum of 30 days' written notice before any price increase takes effect. Continued engagement after the notice period constitutes acceptance of the revised pricing.

6. Intellectual Property Rights

6.1 Client-Owned Materials

All pre-existing materials, brand assets, trademarks, logos, content, and data provided by the Client to Cliqamp remain the sole and exclusive intellectual property of the Client. The Client grants Cliqamp a limited, non-exclusive, royalty-free licence to use such materials solely for the purpose of delivering the agreed services.

6.2 Cliqamp-Created Deliverables

Upon receipt of full payment for the relevant services, Cliqamp assigns to the Client all rights, title, and interest in the following deliverables created specifically for the Client:

• Custom website design and developed code (where web design is part of the engagement)
• Original written content, copy, and creative assets created exclusively for the Client
• Custom graphics, social media creatives, and marketing materials

6.3 Cliqamp Retained Rights

Notwithstanding the above, Cliqamp retains ownership of the following, which are not transferred to the Client:

• Proprietary methodologies, frameworks, strategies, templates, and processes developed by Cliqamp
• Pre-existing tools, software, code libraries, and internal systems used in delivery
• Generic templates, design elements, or components that are part of Cliqamp's standard toolkit
• Any work not fully paid for at the time of termination or expiry of the engagement

6.4 Portfolio & Case Study Rights

Cliqamp reserves the right to reference the Client's name, brand, and general campaign results in our portfolio, case studies, website, social media, and marketing materials, unless the Client explicitly requests otherwise in writing before or during the engagement. Any such reference will be presented professionally and will not disclose confidential business data without prior written consent.

6.5 Third-Party Materials

Where services require the use of third-party materials (stock images, fonts, plugins, licensed software), the Client is responsible for ensuring appropriate licences are obtained. Cliqamp may procure licences on the Client's behalf where agreed, and the cost will be passed through or included in the quoted fees.

7. Confidentiality

Both parties agree to maintain strict confidentiality with respect to each other's Confidential Information disclosed during the course of the engagement. Confidential Information includes, but is not limited to:

• Business strategies, marketing plans, and competitive intelligence
• Financial information, pricing, and commercial terms
• Customer data, supplier relationships, and proprietary processes
• Technical information, source code, and system architecture
• Any information expressly designated as confidential by either party

Obligations of confidentiality do not apply to information that:

1. Is or becomes publicly available through no fault of the receiving party
2. Was already known to the receiving party prior to disclosure
3. Is independently developed by the receiving party without reference to Confidential Information
4. Is required to be disclosed by law, regulation, or court order (in which case the disclosing party will be notified in advance where legally permitted)

Confidentiality obligations shall survive the termination or expiry of these Terms and any Service Agreement for a period of three (3) years.

8. Campaign Performance & Results Disclaimer

Cliqamp does not guarantee specific results, rankings, traffic levels, lead volumes, conversion rates, or return on investment from any digital marketing service. Digital marketing outcomes are inherently subject to market conditions, platform algorithm changes, competition, and other factors outside Cliqamp's control.

While we apply industry best practices, data-driven strategies, and our full expertise to every engagement, the following factors can affect campaign performance and are beyond Cliqamp's control:

• Changes to Google, Meta, or other platform algorithms
• Competitor activity and market saturation in the Client's industry
• Seasonal demand fluctuations and economic conditions
• The quality, pricing, and competitiveness of the Client's products or services
• Website technical issues, server downtime, or platform outages
• Ad account policy violations caused by the Client's content or industry
• Third-party data inaccuracies in analytics and tracking platforms

Cliqamp will provide regular performance reports and will proactively communicate any significant changes or concerns. Strategies will be adapted based on performance data and mutual agreement with the Client.

9. Third-Party Platforms & Tools

Cliqamp delivers services using various third-party platforms including Google Ads, Meta Business Suite, LinkedIn, Mailchimp, WordPress, SEMrush, Ahrefs, and others. The Client acknowledges and agrees to the following:

• Cliqamp is not responsible for changes to third-party platform policies, pricing, features, or availability
• Ad accounts suspended or restricted by platforms due to Client-side policy violations (misleading content, prohibited products, etc.) are the Client's responsibility
• Platform changes that require additional work outside the agreed scope may be subject to additional fees
• Data, reports, and metrics provided by third-party platforms may contain inaccuracies; Cliqamp is not liable for such discrepancies
• Cliqamp's certifications with platforms (Google Partner, Meta Business Partner) do not guarantee preferential treatment or guaranteed ad delivery

The Client is encouraged to maintain access to their own advertising platform accounts and analytics dashboards at all times. Cliqamp will not create client accounts solely in Cliqamp's name without the Client's written consent.

10. Term, Termination & Exit

10.1 Term

These Terms are effective from the date you first engage Cliqamp's services and continue until the conclusion of all services, unless earlier terminated in accordance with this section.

10.2 Termination by Client

The Client may terminate an ongoing retainer or project engagement by providing written notice to Cliqamp. Notice periods are as follows:

10.3 Termination by Cliqamp

Cliqamp reserves the right to terminate any engagement, immediately and without liability, if:

• The Client fails to make payment within 21 days of the due date
• The Client provides false or misleading information about their business or services
• The Client requests services that violate applicable laws, platform policies, or ethical standards
• The Client engages in abusive, threatening, or harassing behaviour towards Cliqamp's team
• There is a material breach of these Terms that is not remedied within 14 days of written notice
• Continuing the engagement would expose Cliqamp to legal, regulatory, or reputational risk

10.4 Effect of Termination

Upon termination of any engagement: All outstanding fees for work completed up to the termination date become immediately due and payable. Cliqamp will provide the Client with all completed deliverables and reasonable access to data within 14 days of termination, subject to full payment being received. The Client's licence to use any deliverables not yet fully paid for is revoked. Cliqamp will transfer account access and credentials held on the Client's behalf within a reasonable timeframe. Active advertising campaigns will be paused upon termination unless the Client takes over account management. Obligations relating to confidentiality, IP ownership (for paid-for deliverables), and indemnification survive termination.

11. Limitation of Liability

To the maximum extent permitted by applicable Indian law, Cliqamp's total cumulative liability to the Client for any claims arising under or in connection with these Terms or any Service Agreement shall not exceed the total fees paid by the Client to Cliqamp in the three (3) months immediately preceding the event giving rise to the claim.

11.1 Exclusion of Consequential Losses

Cliqamp shall not be liable for any of the following, whether arising in contract, tort (including negligence), or otherwise:

• Loss of profit, revenue, business, or anticipated savings
• Loss of goodwill, reputation, or brand damage
• Loss of data or corruption of data
• Indirect, special, incidental, or consequential damages of any kind
• Losses arising from third-party platform outages, policy changes, or algorithm updates
• Losses attributable to the Client's own failure to fulfil their obligations under these Terms

11.2 Force Majeure

Cliqamp shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, internet outages, third-party platform failures, civil unrest, or any other event of force majeure. In such circumstances, Cliqamp will notify the Client promptly and attempt to minimise disruption.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless Cliqamp, its directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of these Terms or any applicable law
• Any claim that materials provided by the Client to Cliqamp infringe the intellectual property or other rights of a third party
• False or misleading representations made by the Client about their products, services, or business
• The Client's use of Cliqamp's deliverables in a manner not authorised or approved by Cliqamp
• Any advertising content approved by the Client that results in regulatory action, consumer complaints, or legal claims

13. Prohibited Uses

Cliqamp will not accept or continue engagements involving the promotion of:

• Illegal products, substances, or services in any jurisdiction
• Counterfeit, pirated, or trademark-infringing goods
• Adult content, gambling, or other age-restricted categories without appropriate regulatory licences
• Pyramid schemes, Ponzi schemes, or any form of financial fraud
• Weapons, explosives, or materials that facilitate violence or harm
• Content that promotes hatred, discrimination, or violence against any individual or group
• Pharmaceutical products or dietary supplements without appropriate regulatory approvals
• Activities or services that violate Google Ads, Meta, or other platform advertising policies

Cliqamp reserves the right to decline, pause, or terminate any engagement where the Client's business, products, or requested services violate these restrictions, applicable law, or any platform policy, without liability for any losses incurred by the Client as a result.

14. Dispute Resolution

14.1 Good Faith Resolution

In the event of any dispute, disagreement, or claim arising out of or in connection with these Terms or any service engagement, both parties agree to first attempt to resolve the matter through good faith negotiation. The party raising the dispute must provide written notice describing the dispute in detail. Both parties will endeavour to resolve the matter within 30 days of such notice.

14.2 Mediation

If good faith negotiations fail, either party may request mediation through a mutually agreed mediator based in Lucknow, Uttar Pradesh. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

14.3 Arbitration

If mediation fails, disputes shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually agreed upon by both parties, or failing agreement, appointed in accordance with the Act. The seat of arbitration shall be Lucknow, Uttar Pradesh. The arbitration shall be conducted in English.

14.4 Court Jurisdiction

Nothing in this section shall prevent either party from seeking urgent injunctive or other equitable relief from courts of competent jurisdiction. Subject to the above, each party irrevocably submits to the exclusive jurisdiction of the courts of Lucknow, Uttar Pradesh for any legal proceedings arising in connection with these Terms.

15. Governing Law

These Terms and Conditions, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of India, including:

• The Indian Contract Act, 1872
• The Information Technology Act, 2000 and its Rules
• The Consumer Protection Act, 2019 (where applicable to consumer-facing services)
• The Digital Personal Data Protection Act, 2023
• Any other applicable central or state legislation of India

16. Website Use & Acceptable Use

16.1 Website Access

Cliqamp grants you a limited, non-exclusive, non-transferable, revocable licence to access and use our website at www.cliqamp.com for the sole purpose of learning about our services and engaging with us. This licence does not include any right to:

• Reproduce, copy, or distribute any content from our website without prior written consent
• Use automated tools, scrapers, bots, or crawlers to extract data from our website
• Attempt to gain unauthorised access to any part of our systems or infrastructure
• Transmit any malicious code, spam, or harmful content through our website
• Use our website in any manner that may damage, disable, or impair its functionality

16.2 Accuracy of Information

While Cliqamp makes every effort to keep our website content accurate and up to date, we make no warranty or representation regarding the completeness, accuracy, or timeliness of any information on our website. Content on the website is for general information purposes only and does not constitute professional advice.

17. Amendments to These Terms

Cliqamp reserves the right to amend, update, or replace these Terms at any time. When we make material changes, we will:

• Update the 'Last Updated' date at the top of this document
• Publish the revised Terms on our website at www.cliqamp.com/terms-of-service/
• Provide notice to active clients by email where the changes materially affect their engagement

Your continued use of our website or services after any amendments constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of our services and provide notice of termination in accordance with Section 10.

18. General Provisions

18.1 Entire Agreement: These Terms, together with any signed Service Agreement and Cliqamp's Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior representations, agreements, and understandings, whether written or oral.

18.2 Severability: If any provision of these Terms is found to be invalid, unlawful, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not capable of modification, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

18.3 Waiver: No failure or delay by Cliqamp in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any right in a specific instance does not constitute a continuing waiver or a waiver of any other right.

18.4 Assignment: The Client may not assign, transfer, or sub-contract any rights or obligations under these Terms without Cliqamp's prior written consent. Cliqamp may assign its rights and obligations to a successor entity in the event of a business transfer, merger, or acquisition.

18.5 Relationship of the Parties: Cliqamp operates as an independent contractor. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

18.6 Notices: All formal notices under these Terms must be in writing and delivered by email (with delivery confirmation) or registered post to the addresses set out in the relevant Service Agreement. Notices to Cliqamp must be sent to hello@cliqamp.com or to our registered office address at 545/KA/D-1226, New Para Colony, Devpur, Rajajipuram, Lucknow, Uttar Pradesh 226017.

18.7 Electronic Signatures & Acceptance: The parties agree that electronic signatures, digital approvals (via email confirmation or online forms), and electronic acceptances are valid and legally binding forms of agreement under the Information Technology Act, 2000.