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1. Introduction

These Terms and Conditions (“Terms”) govern the services provided by Social Sparrow (“Agency,” “we,” “our,” or “us”) to the client (“Client,” “you,” or “your”).
By engaging our services, you agree to be bound by these Terms. Please review them carefully before proceeding.

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2. Scope of Services

Social Sparrow provides digital marketing, communication, and creative services, which may include but are not limited to:

• Social Media Strategy, Management, and Marketing

• Content Creation (Graphic Design, Photography, Videography, Copywriting)

• Paid Advertising Campaigns (Meta Ads, Google Ads, etc.)

• Branding, Design, and Website Development

• Customer Communication and Automation Services

• Analytics, Performance Reporting, and Optimization

The exact deliverables, timelines, and payment terms will be defined in the approved Proposal or Service Agreement.

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3. Client Responsibilities

To ensure smooth collaboration, the Client agrees to:

• Provide accurate and timely access to necessary assets, credentials, and information.

• Review and approve deliverables within the agreed timelines.

• Make timely payments as per the agreed terms.

• Ensure all provided materials (logos, images, text, etc.) are free from copyright or third-party restrictions.

• Comply with all relevant platform policies and data protection laws.

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4. Communication & Automation Services

If the Client subscribes to our communication or messaging services (including broadcast or automation tools):

• The Client is responsible for the accuracy, legality, and compliance of all messages sent through the system.

• The Agency provides the platform setup, support, and maintenance under its partner infrastructure.

• The Client agrees not to misuse the platform for spam, bulk messaging without consent, or any activity that violates the service provider’s policies or applicable laws.

• Any account suspension or restriction due to policy violations will be the Client’s responsibility.

• The Agency may discontinue or modify the service at any time if required by the infrastructure provider or by law.

(This clause protects your white-label partnership without naming WhatsApp or the provider.)

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5. Payment Terms

• All payments are to be made 100% in advance, unless otherwise agreed in writing.

• Advertising budgets or platform credits are excluded from the service fee and are payable separately.

• Any additional work or service upgrades beyond the agreed scope will be billed separately.

• Late payments may result in suspension of ongoing services.

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6. Term & Termination

• The agreement duration will be as stated in the Proposal or Agreement (monthly or fixed term).

• Either party may terminate the agreement with 30 days’ written notice.

• No refunds will be issued for early termination or partially completed months.

• The Agency reserves the right to terminate services immediately in case of non-payment or misuse of platforms.

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7. Confidentiality

Both parties agree to maintain confidentiality of all shared data, credentials, and business information.
Information shall not be disclosed to third parties without prior written consent, except as required by law or regulatory authorities.

 

8. Ownership & Usage Rights

• The Client retains ownership of their brand assets and materials provided.

• The Agency retains ownership of all creative and technical assets developed until full payment is received.

• Upon full payment, rights to final approved deliverables transfer to the Client.

• The Agency may showcase completed works (graphics, campaigns, websites, etc.) in its portfolio unless restricted in writing.

 

9. Limitation of Liability

Social Sparrow will use reasonable care and skill in delivering services. However, the Agency will not be liable for:

• Platform-related issues such as downtime, policy changes, or account suspensions.

• Indirect losses including loss of revenue, data, goodwill, or profits.

• Delays caused by Client inaction, missing data, or approval delays.

The Agency’s total liability, if any, will not exceed the total amount paid by the Client for the specific service concerned.

 

10. Indemnification

The Client agrees to indemnify and hold harmless Social Sparrow from any claims, losses, or damages resulting from:

• Misuse of provided communication tools or services.

• Content or materials supplied by the Client.

• Breach of any third-party rights or advertising policies.

 

11. Revisions and Approvals

• Each creative or deliverable includes up to two rounds of revisions unless otherwise stated.

• Additional revisions or post-approval edits will be charged separately.

• Once approved, the Agency bears no responsibility for future modifications or reposting.

 

12. Force Majeure

Social Sparrow will not be held liable for delays or failures caused by events beyond its control, including but not limited to system outages, natural disasters, government actions, or third-party platform disruptions.

 

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of India, and any disputes shall fall under the jurisdiction of Sikar, Rajasthan.
Both parties agree to attempt an amicable resolution through discussion or mediation before pursuing legal proceedings.

 

14. Entire Agreement

These Terms, together with the relevant Proposal or Service Agreement, constitute the entire understanding between the Client and Social Sparrow, superseding any prior agreements or communications.