Effective Date: Aug 11, 20225 These Terms & Conditions (the “Terms”) govern access to and use of the website hovodigital.com and our services provided by Urbanklip Tech Private Limited (Brand: HOVO Digital). By using our site or engaging our services, you agree to these Terms. 1) Definitions "Client" means any person or entity that requests or purchases our services. "Services" include but are not limited to strategy, SEO, social media management, paid media, influencer marketing, content creation, web/app design & development, analytics, and related consulting. 2) Eligibility & accounts You must have legal capacity to contract. You are responsible for information you provide and for safeguarding any credentials used to access our portals/CRMs. 3) Proposals, SOWs & priorities Engagements are governed by a signed proposal, order form, or statement of work (“SOW”), which will specify scope, deliverables, timeline, fees, dependencies, and assumptions. In case of conflict, the SOW prevails over these Terms. 4) Client responsibilities Provide timely approvals, brand assets, product access, Ad Accounts (Meta/Google/LinkedIn/YouTube), pixels/SDKs, website/admin access, and accurate information. Delays or omissions may shift timelines or incur change orders. 5) Fees, taxes & payments Fees are as quoted in the SOW or price list and are exclusive of GST and applicable taxes. Invoices are due [7/15/30] days from date. Late payments may attract [1.5% per month] or maximum allowed by law. We may pause/terminate Services for non‑payment. Media spends are paid by Client directly to platforms or pre‑funded to us as pass‑through and are non‑refundable. 6) Changes & out‑of‑scope Requests beyond the agreed scope will be quoted separately via change order. Emergency/expedited requests may incur rush fees. 7) Performance disclaimers Marketing outcomes depend on many external factors (industry, competition, algorithms, budgets, seasonality, product‑market fit). We do not warrant specific rankings, ROAS, impressions, leads, sales, or timelines unless explicitly guaranteed in writing. 8) Content, IP & portfolio rights Pre‑existing IP of each party remains with that party. Work product created under a paid SOW is assigned/licensed to Client upon full payment, excluding our underlying tools, templates, know‑how, and generic capabilities. We may cite Client’s name/logo and display non‑confidential work in our portfolio and case studies. Client may opt‑out by written notice (reasonable processing time applies). 9) Third‑party platforms & tools We may use third‑party platforms (e.g., Meta, Google, LinkedIn, programmatic DSPs, email/SMS/WhatsApp gateways, analytics, AI/ML tools, hosting). Their terms/policies apply independently. Platform suspensions, policy changes, or outages are outside our control. 10) AI‑assisted deliverables We may use AI tools to ideate or generate drafts (copy, images, code). Human review is applied for material deliverables. Client is responsible for final legal/regulatory review and approvals. Unless agreed otherwise, we provide a non‑exclusive license to AI‑assisted assets upon full payment, subject to third‑party model/tool terms. 11) Confidentiality & data protection Each party will protect the other’s Confidential Information and use it only for the engagement. We will process personal data as described in our Privacy Policy and, where applicable, under a Data Processing Addendum (DPA) on request. 12) Non‑solicitation During the engagement and for 12 months thereafter, neither party will solicit for employment the other’s personnel who worked on the account (general job ads excluded). 13) Warranties & disclaimer We warrant we will perform Services in a professional manner using reasonable skill and care. Except as stated, Services are provided "as is" without warranties (express or implied) including merchantability, fitness for a particular purpose, or non‑infringement. 14) Limitation of liability To the fullest extent permitted by law, our aggregate liability for any claim arising under these Terms or an SOW is limited to the fees paid to us for the three (3) months immediately preceding the event giving rise to the claim. We are not liable for indirect, incidental, consequential, special, punitive damages, or lost profits, data, goodwill, or opportunities. 15) Indemnity Client will indemnify and hold us harmless from claims, damages, and costs arising from: (a) Client’s products, content, or data; (b) misuse of the Services; (c) violations of law or third‑party rights; or (d) platform policy breaches caused by Client inputs or instructions. 16) Term, suspension & termination Unless otherwise stated in the SOW, retainers are month‑to‑month and auto‑renew. Either party may terminate with 30 days’ written notice. We may suspend or terminate immediately for non‑payment or material breach. On termination, accrued amounts remain due, and we will deliver in‑progress assets up to the effective date subject to payment. 17) Refunds & cancellations See our Refunds & Cancellations Policy (incorporated by reference). Retainers are not refundable once a service cycle begins. Pre‑paid media or third‑party fees are non‑refundable. 18) Force majeure Neither party is liable for delays/failures due to events beyond reasonable control (e.g., natural disasters, war, strikes, internet/platform outages, government actions). 19) Governing law & dispute resolution These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of India. Subject to Section 20 (Arbitration), the courts at New Delhi shall have exclusive jurisdiction. 20) Arbitration (optional) Any dispute not resolved within 30 days shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. A sole arbitrator will be appointed mutually (or by the Delhi International Arbitration Centre). Seat/Venue: New Delhi. Language: English. Either party may seek interim injunctive relief from courts at New Delhi. 21) Changes to Terms We may modify these Terms at any time by posting an updated version with a new Effective Date. Your continued use or ongoing engagement after changes means acceptance. 22) Contact Urbanklip Tech Private Limited (Brand: HOVO Digital) Email: finance@hovodigital.com Postal: E-14, LGF, Defence Colony, New Delhi - 110024