These Terms of Service ("Terms") govern your access to and use of the website caughtbyapricot.com (the "Website") and all digital marketing, advertising, consulting, and related services (the "Services") provided by Caught by Apricot, having its registered office at Mumbai, Maharashtra, India ("Apricot", "Company", "we", "us", "our").
By accessing the Website, submitting an enquiry, signing a proposal, statement of work, or engagement letter, or paying any invoice, you ("Client", "you", "your") agree to be bound by these Terms. If you do not agree, do not use the Website or engage our Services.
1. Scope of Services
1.1 Apricot provides digital marketing services which may include, without limitation: (i) Performance Marketing / Pay-Per-Click advertising; (ii) AI Search Optimisation (GEO/AEO); (iii) Search Engine Optimisation (SEO); (iv) Social Media Marketing; (v) Content Marketing and creation; (vi) E-commerce Growth services (marketplaces and D2C); (vii) WhatsApp and Email Marketing; (viii) Web Design, Development and Conversion Rate Optimisation; (ix) Branding; (x) Online Reputation Management; (xi) Influencer Marketing coordination; and (xii) Analytics and Data services; together with any related or ancillary services agreed in an SOW. Service names and descriptions on the Website are for general information only and do not form part of, or constitute representations under, any contract.
1.2 The specific scope, deliverables, timelines, and fees for any engagement will be set out in a written proposal, statement of work, quotation, or engagement email ("SOW") agreed between the parties. In case of conflict between an SOW and these Terms, the SOW prevails only for the specific matter it addresses.
1.3 Anything not expressly included in an SOW is excluded. Additional work requested by the Client will be charged separately at our then-current rates.
2. No Guarantee of Results — IMPORTANT
2.1 Digital marketing outcomes depend on factors entirely outside our control, including but not limited to: search engine and AI platform algorithms, advertising platform policies and auction dynamics, competitor activity, market conditions, seasonality, the Client's products, pricing, website, fulfilment, customer service, and brand reputation.
2.2 Accordingly, Apricot makes no guarantee, warranty, representation, or promise of any specific result, including but not limited to: search engine rankings; citations, mentions, or visibility in AI engines (including ChatGPT, Gemini, Perplexity, Google AI Overviews, or any other AI or answer-engine platform); traffic volumes; follower counts; engagement rates; leads; conversions; sales; revenue; return on ad spend (ROAS); return on investment (ROI); or any other performance metric.
2.3 Any projections, estimates, benchmarks, case studies, or past results shared by Apricot (on the Website, in proposals, or otherwise) are illustrative only, are not a promise of future performance, and shall not be construed as a representation, warranty, or term of contract.
2.4 The Client acknowledges that it has entered into the engagement based on its own independent commercial judgment and not in reliance on any statement, projection, or representation regarding results.
3. Third-Party Platforms
3.1 The Services depend on third-party platforms including, without limitation, Google, Meta (Facebook/Instagram), YouTube, LinkedIn, X, Amazon, Flipkart, WhatsApp, Shopify, OpenAI, and other search, social, AI, marketplace, advertising, hosting, and analytics platforms ("Third-Party Platforms").
3.2 Apricot is not responsible or liable for: (a) changes to algorithms, policies, pricing, features, or APIs of any Third-Party Platform; (b) suspension, restriction, rejection, or termination of the Client's accounts, ads, listings, pages, or content by any Third-Party Platform; (c) outages, errors, data loss, or security incidents on any Third-Party Platform; or (d) how AI systems interpret, summarise, cite, or represent the Client's brand or content.
3.3 The Client's use of Third-Party Platforms is governed by those platforms' own terms, and the Client is responsible for complying with them. Where Apricot operates accounts on the Client's behalf, it does so as the Client's authorised agent, and the Client remains the owner of and responsible party for such accounts.
4. Client Obligations, Representations and Warranties
4.1 The Client shall provide, in a timely manner, all access, approvals, information, brand assets, credentials, and cooperation reasonably required for the Services. Delays caused by the Client may extend timelines and shall not entitle the Client to any refund or reduction in fees.
4.2 The Client represents and warrants that: (a) it is a lawfully constituted business and the person accepting these Terms is authorised to bind it; (b) all information, claims, content, data, images, videos, logos, trademarks, offers, prices, and materials provided to Apricot ("Client Materials") are accurate, lawful, and do not infringe any third party's intellectual property, privacy, publicity, or other rights; (c) its products and services comply with all applicable laws, including the Consumer Protection Act, 2019, the Legal Metrology Act, the Drugs and Magic Remedies (Objectionable Advertisements) Act, sector-specific regulations, and advertising standards; (d) any claims it asks Apricot to publicise (e.g., "No. 1", "clinically proven", discounts, guarantees) are true, substantiated, and lawful, and the Client holds the evidence to substantiate them; (e) any personal data it shares with Apricot (customer lists, leads, CRM data, etc.) was collected lawfully, with valid consent or other lawful basis, and may lawfully be used for the marketing activities contemplated; and (f) it will not use the Services for any unlawful, fraudulent, deceptive, or prohibited purpose, including spam, restricted or prohibited product categories, or content violating Third-Party Platform policies.
4.3 Final approval responsibility. All campaigns, creatives, copy, claims, targeting, and budgets are subject to the Client's review and approval (express or by conduct, including allowing material to go live). Once approved or published with the Client's knowledge, the Client assumes full responsibility for the content and claims therein.
5. Fees, Payment and Suspension
5.1 Fees are as set out in the applicable SOW. Unless stated otherwise, fees are exclusive of GST and all applicable taxes, which shall be borne by the Client. Advertising spend (media budgets paid to platforms) is separate from and in addition to Apricot's fees, and is the Client's sole responsibility.
5.2 Invoices are payable within 15 days of issue. Retainers are payable in advance. Late payments attract interest at 1.5% per month (or the maximum permitted by law, if lower) and we may suspend Services, pause campaigns, or withhold deliverables until payment is received, without liability for any resulting loss of performance, data, rankings, or momentum.
5.3 Fees are non-refundable once work has commenced for the relevant period, except where required by law. Fees paid for media spend to Third-Party Platforms are governed by those platforms' policies and are not refundable by Apricot.
5.4 The Client may not withhold or set off fees on the basis of dissatisfaction with results, given Clause 2.
6. Intellectual Property
6.1 Client Materials remain the Client's property. The Client grants Apricot a non-exclusive, royalty-free licence to use Client Materials to perform the Services.
6.2 Deliverables. Upon receipt of full payment of all amounts due, ownership of final, approved deliverables created specifically for the Client (final ad creatives, copy, designs, website pages) transfers to the Client, excluding the items in Clause 6.3.
6.3 Apricot IP. Apricot retains all rights in its pre-existing materials, know-how, methodologies, frameworks, processes, prompts, templates, tools, software, dashboards, internal documentation, drafts, and rejected concepts ("Apricot IP"). The Client receives a non-exclusive licence to use any Apricot IP embedded in deliverables solely as part of those deliverables.
6.4 Third-party assets (stock images, fonts, music, plugins, software licences) are subject to their own licence terms; the Client is responsible for licence renewals after handover unless otherwise agreed.
6.5 Portfolio rights. Apricot may identify the Client as a client and showcase non-confidential work (logos, campaign visuals, anonymised results) in its portfolio, website, pitches, and social media, unless the Client opts out in writing.
7. Confidentiality
Each party shall keep confidential the other's non-public business information disclosed in connection with the Services and use it only for the engagement. This obligation does not apply to information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law. This clause survives termination for 2 years.
8. Data Protection
8.1 Where Apricot processes personal data on the Client's behalf (e.g., customer lists for email/WhatsApp campaigns, lead data, CRM data), the Client is the Data Fiduciary and Apricot acts as a Data Processor under the Digital Personal Data Protection Act, 2023 ("DPDP Act") and rules thereunder, processing such data only on the Client's documented instructions.
8.2 The Client is solely responsible for: obtaining valid consent from data principals; issuing required notices; honouring data principal rights; and the lawfulness of any data it provides. The Client shall indemnify Apricot against any claim, penalty, or proceeding arising from data provided by the Client or instructions given by the Client.
8.3 Apricot will implement reasonable security safeguards for personal data it processes and will notify the Client without undue delay of any personal data breach affecting Client data of which it becomes aware.
8.4 Apricot's handling of personal data collected through its own Website is governed by its Privacy Policy.
9. Influencer and Endorsement Compliance
Where Services include influencer marketing, both parties shall comply with the ASCI Guidelines for Influencer Advertising and the Consumer Protection Authority's Guidelines for Prevention of Misleading Advertisements and Endorsements (2022), including mandatory disclosure of material connections (e.g., #ad, #sponsored). Influencers engaged are independent third parties; Apricot is not liable for an influencer's personal conduct, statements made outside the agreed brief, or breach of their own obligations, though it will make reasonable efforts to coordinate compliance.
10. Disclaimers
10.1 Except as expressly stated in these Terms, the Services, Website, and all deliverables are provided "as is" and "as available", and Apricot disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation, to the maximum extent permitted by law.
10.2 Content on the Website (blogs, guides, case studies) is general information only and does not constitute professional, legal, financial, or business advice.
10.3 Apricot is not liable for the acts or omissions of third-party vendors, freelancers, platforms, hosting providers, payment gateways, or influencers engaged in connection with the Services.
11. Limitation of Liability
11.1 To the maximum extent permitted by applicable law: (a) Apricot's total aggregate liability arising out of or in connection with the Services, the Website, or these Terms — whether in contract, tort (including negligence), statute, or otherwise — shall not exceed the total fees (excluding media spend and taxes) actually paid by the Client to Apricot in the three (3) months preceding the event giving rise to the claim; (b) Apricot shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, sales, business, goodwill, data, rankings, AI visibility, followers, ad accounts, or anticipated savings, even if advised of the possibility of such losses; (c) Apricot shall have no liability for losses arising from Client Materials, Client approvals, Client instructions, Client delays, Third-Party Platforms, or events under Clause 14 (Force Majeure).
11.2 No personal liability. The Client agrees that its sole recourse for any claim lies against the Company entity alone. The Client irrevocably waives, releases, and shall not bring any claim or proceeding against the Company's directors, partners, proprietors, shareholders, officers, employees, contractors, or agents in their personal capacity, who shall bear no personal liability for the Services or these Terms to the fullest extent permitted by law.
11.3 No claim may be brought more than one (1) year after the cause of action arose.
11.4 Nothing in these Terms excludes liability that cannot be excluded under applicable law, including liability for fraud.
12. Indemnification by Client
The Client shall defend, indemnify, and hold harmless the Company and its directors, partners, proprietors, officers, employees, and agents from and against all claims, demands, actions, proceedings, losses, damages, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Client Materials or any claim that they infringe third-party rights or are misleading or unlawful; (b) the Client's products, services, pricing, offers, or business practices; (c) any claim by the Client's customers or any consumer or regulatory authority; (d) personal data provided by the Client or processing carried out on the Client's instructions; (e) the Client's breach of these Terms, any SOW, applicable law, or Third-Party Platform policies; or (f) content or campaigns approved or published with the Client's knowledge.
13. Term, Termination and Effect
13.1 Retainer engagements continue for the period stated in the SOW and may be terminated by either party with 30 days' written notice, unless the SOW specifies a minimum lock-in period (in which case fees for the lock-in period remain payable).
13.2 Either party may terminate immediately on written notice if the other commits a material breach not cured within 15 days of notice, or becomes insolvent.
13.3 Apricot may suspend or terminate immediately if the Client's account is overdue, or if continuing would, in Apricot's reasonable opinion, expose it to legal, regulatory, or platform-policy risk or reputational harm.
13.4 On termination: all unpaid fees for work performed and committed media spend become immediately due; the Client's licence to unpaid deliverables ceases; and Apricot will, on written request and at the Client's cost, hand over Client-owned accounts and assets within a reasonable period, provided all dues are cleared. Clauses 2, 3, 6, 7, 8, 10–12, 15 and 16 survive termination.
14. Force Majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, epidemics, war, civil unrest, government action, internet or utility failures, cyber-attacks, or Third-Party Platform outages or policy changes. Payment obligations are not excused by force majeure.
15. Non-Solicitation
During the engagement and for 12 months after, the Client shall not directly or indirectly solicit for employment or engage any Apricot employee or contractor who worked on its account, without Apricot's written consent. Breach entitles Apricot to liquidated damages equal to 6 months of that person's gross remuneration, as a genuine pre-estimate of loss.
16. Governing Law and Dispute Resolution
16.1 These Terms are governed by the laws of India.
16.2 Any dispute arising out of or in connection with these Terms or the Services shall first be sought to be resolved amicably within 30 days. Failing that, the dispute shall be referred to arbitration by a sole arbitrator appointed mutually (or, failing agreement, in accordance with the Arbitration and Conciliation Act, 1996), seated in Mumbai, Maharashtra, conducted in English. The award shall be final and binding.
16.3 Subject to the above, the courts at Mumbai shall have exclusive jurisdiction.
17. Website Use
You shall not misuse the Website, scrape it, attempt unauthorised access, upload malicious code, or use Website content (which is owned by or licensed to Apricot) without permission. We may modify or discontinue the Website at any time without liability.
18. General
18.1 Entire agreement. These Terms together with the applicable SOW constitute the entire agreement and supersede all prior discussions, representations, and proposals.
18.2 Amendments. We may update these Terms by posting a revised version on the Website with an updated date; continued use of the Website or Services constitutes acceptance. Changes to an active SOW require written agreement.
18.3 Severability. If any provision is held invalid, it shall be modified to the minimum extent necessary or severed, and the remainder shall continue in force.
18.4 No waiver. Failure to enforce any provision is not a waiver.
18.5 Assignment. The Client may not assign these Terms without our written consent. Apricot may use subcontractors, remaining responsible for the Services.
18.6 Independent contractor. The parties are independent contractors; nothing creates a partnership, joint venture, agency (except as expressly stated for account operation), or employment relationship.
18.7 Notices. Notices shall be sent in writing to the addresses/emails specified in the SOW, or to hello@caughtbyapricot.com.
Contact: Caught by Apricot, Mumbai, Maharashtra, India · Email: hello@caughtbyapricot.com