Welcome to Growmate, a full-service digital marketing agency committed to driving measurable growth for startups, small businesses, local businesses, and scaling brands across digital channels. We specialise in performance-driven marketing strategies including paid advertising, search engine optimisation, social media management, content marketing, lead generation, branding, and marketing analytics.
These Terms & Conditions govern all engagements, service agreements, projects, campaigns, and consulting relationships between Growmate and its Clients. They apply universally to all services rendered, whether delivered on a retainer basis, on a per-project basis, or through any other commercial arrangement.
This document supersedes any prior verbal agreements, email understandings, or informal communications relating to the scope, delivery, or conditions of services. In the event of any conflict between this Agreement and a separately executed Service Agreement or Statement of Work, the terms of the more specific document shall prevail only to the extent of that specific conflict; all other provisions of this Agreement shall remain in full force and effect.
Growmate reserves the right to revise, update, or modify these Terms & Conditions at any time. Clients will be notified of material changes via email or through our official website at https://growmate.ai/ . Continued use of our services following such notification constitutes acceptance of the revised terms.
Definitions
For the purposes of this Agreement, the following terms shall carry the meanings assigned to them below:
| “Growmate” | Refers to the digital marketing agency operating under the trade name Growmate, its employees, contractors, consultants, officers, and authorised representatives. |
| “Client” | Any individual, sole trader, partnership, limited company, or other legal entity that has engaged or is in the process of engaging Growmate for any of its services. |
| “Services” | All digital marketing activities, strategies, and deliverables provided by Growmate, including but not limited to those described in Section 3 of this Agreement. |
| “Service Agreement” | A separately executed contract, proposal, or statement of work between Growmate and the Client that details the specific services, fees, and timelines applicable to that engagement. |
| “Advertising Budget” | The monetary funds provided directly by the Client to advertising platforms (such as Google Ads, Meta Ads, etc.) for the purpose of running paid campaigns. This is distinct from and separate to Growmate’s management fees. |
| “Management Fee” | The fee charged by Growmate for its professional services, strategy, campaign management, reporting, and other deliverables — separate from any Advertising Budget. |
| “Deliverables” | Any tangible or digital outputs produced by Growmate as part of the Services, including ad creatives, reports, content, strategy documents, and website assets. |
| “Platform” | Any third-party digital advertising or marketing platform used to deliver services, including Google Ads, Meta (Facebook/Instagram), LinkedIn, TikTok, and others. |
| “Confidential Information” | Any non-public, proprietary, or sensitive information disclosed by either party in the course of the engagement. |
| “Intellectual Property” | All creative works, strategies, systems, frameworks, code, content, designs, and processes produced by Growmate in connection with the Services. |
| “Force Majeure Event” | Any event outside the reasonable control of either party, including natural disasters, government actions, platform outages, or changes in law. |
Scope of Services
Growmate provides a comprehensive range of digital marketing services tailored to the individual growth objectives of each Client. The specific services to be rendered shall be outlined in a separately executed Service Agreement, Proposal, or Statement of Work. Growmate’s service offerings include, but are not limited to:
- Google Ads Management:Setup, strategy, and ongoing management of search, display, shopping, and performance max campaigns on the Google Ads platform.
- Meta Ads Management:Creation and management of paid advertising campaigns across Facebook and Instagram, including audience research, creative strategy, A/B testing, and ongoing optimisation.
- PPC Advertising:Paid-per-click campaign management across multiple digital networks, including bid strategy, keyword research, and conversion tracking.
- Search Engine Optimisation (SEO):Technical SEO audits, on-page optimisation, off-page link building, content strategy, and search ranking improvement initiatives.
- Social Media Marketing:Organic content strategy, social calendar management, community engagement, and platform growth across major social networks.
- Lead Generation:Funnel design, landing page optimisation, lead magnet creation, and campaign management aimed at generating qualified leads for the Client’s business.
- Branding:Brand identity development, messaging frameworks, visual language guidelines, and brand positioning strategy.
- Website Growth & Optimisation:Conversion rate optimisation, user experience improvements, landing page design and testing, and website performance analysis.
- Performance Marketing:Data-driven, ROI-focused campaign management across paid and owned channels, with emphasis on measurable outcomes.
- Marketing Consultation:Strategic advisory services, marketing audits, channel strategy development, and go-to-market planning.
- Content Marketing:Blog writing, copywriting, email marketing content, video scripts, and content strategy aligned with SEO and audience growth objectives.
- Analytics & Reporting:Campaign performance reporting, dashboard setup, KPI tracking, attribution analysis, and data interpretation services.
Any services outside the scope of those expressly documented in the Service Agreement will be considered additional work and will be subject to separate quotation and agreement. Growmate reserves the right to decline requests for services that fall outside its core capabilities or that conflict with ethical, legal, or platform policy standards.
Eligibility
To engage Growmate’s services, the following eligibility criteria must be met and maintained throughout the duration of the engagement:
- You must be at least18 years of ageor the legally recognised age of majority in your jurisdiction.
- If engaging on behalf of a business entity, you must have the full legal authority to enter into binding agreements on that entity’s behalf.
- Your business, products, and services must be fully compliant with all applicable local, national, and international laws and regulations.
- Your business must not operate in any industry that is prohibited by advertising platforms such as Google Ads or Meta Ads, unless alternative arrangements are expressly agreed upon in writing.
- You must be capable of fulfilling all financial obligations set out in the Service Agreement and these Terms.
Right to Refuse Services: Growmate reserves the absolute right, at its sole discretion, to refuse, decline, suspend, or terminate services to any individual or business entity whose operations are deemed unethical, unlawful, harmful to consumers, or in violation of advertising platform policies. This includes but is not limited to businesses involved in fraudulent activities, counterfeit goods, unlicensed financial services, illegal substances, or content that promotes discrimination, violence, or exploitation.
Client Responsibilities
The success of any digital marketing engagement is a collaborative effort. In order for Growmate to deliver services effectively and efficiently, Clients are required to fulfil the following responsibilities:
5.1 Timely Communication & Approvals
Clients must provide timely responses to requests for information, creative approvals, feedback, and sign-offs. Delays caused by Client inaction may result in campaign delays for which Growmate shall bear no responsibility.
5.2 Provision of Assets & Access
Clients must provide all necessary access credentials, brand assets, marketing materials, product information, and account access (including ad accounts, Google Analytics, Google Search Console, CRM platforms, and website backends) required to perform the agreed services. Failure to provide such access within a reasonable timeframe may delay service commencement.
5.3 Accuracy of Information
Clients are solely responsible for the accuracy, legality, and completeness of all information, content, and materials they provide to Growmate. Growmate shall not be held liable for any consequences arising from inaccurate or misleading information supplied by the Client.
5.4 Business Compliance
Clients are responsible for ensuring that their business, products, services, and website comply with all applicable laws, regulations, and advertising platform policies. This includes consumer protection laws, advertising standards, data protection regulations, and industry-specific compliance requirements.
5.5 Advertising Budget Management
Where paid advertising services are engaged, Clients are responsible for funding their advertising accounts directly on the relevant platform. The Client acknowledges that Advertising Budgets are entirely separate from Growmate’s Management Fees. Insufficient advertising budget may impair campaign performance, for which Growmate accepts no liability.
5.6 Designated Point of Contact
Clients must designate a primary point of contact who is authorised to make decisions regarding the engagement. This individual must be reasonably accessible during standard business hours for communication and approvals.
Payments, Billing & Fees
6.1 Management Fees
Growmate charges Management Fees for its professional services as outlined in the Service Agreement. These fees cover strategy, campaign management, creative development, reporting, and all professional time invested in the Client’s account. Management Fees are entirely separate from and independent of any Advertising Budget spent on third-party platforms.
6.2 Advertising Budget Separation
Clients acknowledge and agree that Advertising Budgets are not included in Growmate’s Management Fees unless explicitly stated otherwise in writing. The Client is solely responsible for directly funding their advertising accounts on platforms such as Google Ads, Meta Ads, and any other applicable platform. Growmate shall not advance, front, or be held responsible for any advertising spend on the Client’s behalf.
6.3 Payment Terms
Unless otherwise specified in the Service Agreement, all invoices are due and payable within the period specified on the invoice from the date of issue. Retainer fees are payable in advance at the beginning of each billing cycle. Project-based fees are payable as per the milestone schedule outlined in the Service Agreement.
6.4 Late Payments
Payments not received by the due date may be subject to a late payment charge as specified in the Service Agreement. Growmate reserves the right to pause, suspend, or terminate active campaigns and services without notice in the event of non-payment. Growmate shall not be liable for any loss of performance, leads, or revenue resulting from a service pause due to Client non-payment.
6.5 Taxes
All fees are exclusive of applicable taxes, duties, or levies unless explicitly stated otherwise. The Client is responsible for any taxes applicable to their engagement with Growmate under local tax regulations.
6.6 Price Adjustments
Growmate reserves the right to revise its pricing at any time. Clients on active Service Agreements will be given a minimum of 30 days’ written notice before any pricing changes take effect for their engagement.
Note: All fees quoted are in the currency specified in the Service Agreement. Any currency conversion costs, international transaction fees, or bank charges incurred by the Client are the Client’s sole responsibility.
Refund Policy
Due to the nature of professional digital marketing services, which involve the allocation of skilled human resources, time, strategic planning, and third-party platform costs from the commencement of an engagement, Growmate operates the following refund policy:
- Management Fees:Management Fees paid to Growmate are generally non-refundable once work has commenced for the applicable billing period. Fees paid in advance for future periods not yet commenced may be considered for refund on a case-by-case basis at Growmate’s sole discretion.
- Advertising Budgets:Growmate has no control over and accepts no responsibility for advertising budgets deposited directly by Clients into third-party advertising platform accounts. Any queries or requests for refund of advertising spend must be directed to the respective platform provider.
- Setup Fees:One-time setup, onboarding, or account creation fees are entirely non-refundable once the onboarding process has commenced.
- Early Termination:If a Client terminates a Service Agreement before its stated end date, fees for the current billing period are non-refundable. Any outstanding balances for work completed remain due and payable in full.
- Dissatisfaction:Dissatisfaction with campaign performance does not constitute grounds for a refund, given the inherent variability of digital marketing outcomes as detailed in the Campaign Performance Disclaimer (Section 8) and No Guarantee Clause (Section 9) of this Agreement.
If you believe you have been charged in error, please contact us within 14 days of the charge at contact@growmate.ai . Growmate will review all billing disputes in good faith and respond within a reasonable timeframe.
Campaign Performance Disclaimer
Growmate will apply professional expertise, strategic planning, continuous optimisation, and best-practice methodologies to all campaigns. However, the Client acknowledges and accepts that campaign performance is subject to, but not limited to, the following variables:
- Market Competition:Increased competitor activity, bidding wars on paid platforms, and changes in market share can significantly affect campaign costs and performance metrics.
- Platform Algorithm Changes:Advertising platforms including Google Ads and Meta Ads routinely update their algorithms, auction dynamics, and ranking factors, which may affect campaign reach, cost-per-click, and overall performance without prior notice.
- Audience Behaviour:Shifts in consumer intent, seasonal demand fluctuations, and changes in audience purchasing behaviour are beyond our control and may impact campaign outcomes.
- Advertising Budget:The Client’s choice of advertising budget directly affects the scale, reach, and volume of leads or conversions a campaign can generate. Insufficient budget may limit achievable results.
- Website & Landing Page Quality:Campaign performance is directly affected by the quality, speed, user experience, and conversion optimisation of the Client’s website and landing pages. Poor website performance may impede the conversion of traffic into leads or sales.
- Client-Side Delays:Delays in approving creatives, copy, or campaign changes may result in missed opportunities and suboptimal performance windows.
- Ad Account Health:The historical health and quality score of the Client’s advertising accounts may affect campaign performance and deliverability.
- External Events:Economic conditions, news events, industry disruptions, or seasonal factors may impact audience behaviour and campaign efficacy.
Growmate shall not be held financially, legally, or reputationally liable for underperformance arising from any of the above-listed factors or any other external variables outside our reasonable control.
Important Notice: Digital marketing campaign performance is influenced by a wide range of external, environmental, and market factors that are beyond Growmate’s direct control. The following disclaimer is a material part of this Agreement and must be read carefully before engaging our services.
No Guarantee Clause
The Client expressly acknowledges and agrees that Growmate makes no warranties, representations, or guarantees — whether express, implied, or statutory — regarding:
- A specific number of leads, sales, or conversions from any campaign;
- A specific return on advertising spend (ROAS) or return on investment (ROI);
- A particular search engine ranking position or organic traffic volume;
- A specific cost-per-click (CPC), cost-per-lead (CPL), or cost-per-acquisition (CPA);
- A defined increase in social media followers, engagement, or reach;
- Revenue growth, business growth, or profit generation of any kind;
- Specific advertising platform approval or continued account eligibility.
Any projections, forecasts, performance estimates, or case studies shared during the sales process or onboarding are illustrative in nature and based on historical data or industry benchmarks. They do not constitute contractual commitments or binding performance guarantees. Past results achieved for other Clients do not guarantee similar results for your business, as every market, product, and competitive landscape is different.
Growmate’s obligation under this Agreement is to provide competent, professional, and diligent marketing services — not to guarantee specific commercial outcomes.
No guarantees of specific results are made, expressed, or implied by Growmate in connection with any of its services.
Advertising Platform Policies
Growmate manages campaigns across third-party advertising platforms including, but not limited to, Google Ads, Meta (Facebook & Instagram) Ads, LinkedIn Ads, TikTok Ads, and Microsoft Advertising. Each platform operates under its own policies, terms of service, and community standards, which are subject to change without notice.
10.1 Platform Policy Compliance
All campaigns will be managed in accordance with the current advertising policies of the applicable platform. Growmate shall not be held responsible for changes in platform policies that affect the delivery, reach, approval, or continued running of campaigns.
10.2 Ad Account Restrictions & Bans
Advertising platforms reserve the right to restrict, disapprove, or permanently ban advertising accounts at their sole discretion. Such actions may occur due to, but are not limited to, platform policy violations, billing issues, suspicious activity flags, or industry classification decisions. Growmate shall not be held liable for any ad account suspension, restriction, or ban — whether caused by the Client’s prior account history, content-related policy flags, or unforeseen platform decisions. In the event of an account suspension, Growmate will make reasonable efforts to assist the Client in the reinstatement process; however, this does not guarantee reinstatement.
10.3 Ad Disapprovals
Individual advertisements may be disapproved by platforms for a variety of reasons, including but not limited to misleading claims, restricted content categories, copyright issues, or policy updates. Growmate will work to resolve such disapprovals promptly; however, repeated disapprovals arising from the nature of the Client’s product or industry are outside Growmate’s control.
10.4 Platform Outages
Growmate shall not be held responsible for any loss of campaign data, performance, or advertising spend resulting from outages, technical failures, or system errors on any advertising platform.
Intellectual Property Rights
11.1 Growmate’s Intellectual Property
All strategies, methodologies, frameworks, proprietary systems, processes, templates, tools, and pre-existing intellectual property developed or owned by Growmate remain the sole and exclusive intellectual property of Growmate. Nothing in this Agreement shall transfer any ownership rights to such property to the Client.
11.2 Deliverables & Work Product
Upon receipt of full and final payment for the applicable services, Growmate assigns to the Client the rights to use the agreed Deliverables (such as ad creatives, content pieces, and campaign assets) for the purposes for which they were created. This assignment is limited to usage rights only and does not transfer ownership of underlying methodologies, templates, or creative frameworks used in their production.
11.3 Retention of Rights
Growmate retains the right to use anonymised performance data, campaign metrics, and non-confidential aspects of work produced for portfolio, case study, and promotional purposes, unless the Client has provided written instructions to the contrary.
11.4 Client’s Intellectual Property
The Client retains all intellectual property rights to their own brand assets, trademarks, logos, content, and materials. The Client grants Growmate a limited, non-exclusive licence to use such assets solely for the purpose of delivering the agreed services.
Use of Client Materials
The Client authorises Growmate to use, adapt, and incorporate any brand assets, imagery, copy, logos, product information, and other materials provided by the Client solely for the purpose of delivering the agreed Services.
The Client warrants that all materials provided to Growmate are owned by the Client or that the Client holds the appropriate licences and rights to use them for the intended marketing purposes. The Client shall indemnify and hold harmless Growmate from any third-party claims, damages, or costs arising from the use of materials that infringe upon any copyright, trademark, or other intellectual property rights.
Growmate shall not use Client materials for any purpose beyond the scope of the agreed Services without the Client’s prior written consent. Upon termination of services, Growmate will, upon request, return or securely delete Client materials and any associated data held by the Company.
Confidentiality
Both Growmate and the Client recognise that in the course of their engagement, each party may have access to the other’s Confidential Information, including but not limited to business plans, financial data, customer data, proprietary strategies, pricing, technical information, and marketing intelligence.
Each party agrees to:
- Hold all Confidential Information of the other party in strict confidence;
- Not disclose Confidential Information to any third party without the express prior written consent of the disclosing party;
- Use Confidential Information solely for the purposes of fulfilling obligations under this Agreement;
- Apply the same level of care to protecting Confidential Information as it applies to its own confidential information, but no less than reasonable care.
These confidentiality obligations shall survive the termination of this Agreement and remain in force for a period of three (3) years following the conclusion of the engagement, unless otherwise agreed in writing.
Exceptions apply where Confidential Information is required to be disclosed by law, court order, or regulatory authority, in which case the receiving party shall, to the extent permitted by law, provide the disclosing party with prompt written notice before such disclosure.
Data Protection & Privacy
Growmate is committed to the protection of personal data and operates in accordance with applicable data protection laws and regulations. Our full Privacy Policy, available at https://growmate.ai/ , sets out how we collect, process, store, and protect personal data.
14.1 Client Data
Any personal data shared by the Client with Growmate in the course of the engagement will be processed solely for the purposes of delivering the agreed Services. Growmate will not sell, rent, or otherwise share Client personal data with unaffiliated third parties without the Client’s explicit consent, except as required by law or as necessary to provide the Services.
14.2 End-User Data
Where Growmate manages campaigns that involve the collection or processing of the Client’s end-user data (such as through lead generation forms, pixel tracking, or CRM integrations), the Client acknowledges that they are the data controller and that they must ensure compliance with applicable data protection obligations, including the maintenance of a lawful basis for processing and provision of appropriate privacy notices to their users.
14.3 Analytics & Tracking
Growmate may install or utilise tracking technologies such as Google Analytics, Facebook Pixel, Google Tag Manager, and other analytics tools on the Client’s digital properties for the purpose of measuring campaign performance. The Client is responsible for ensuring that their website’s privacy policy adequately discloses the use of such tracking technologies to their website visitors in compliance with applicable laws.
Third-Party Platforms & Tools
In the delivery of its Services, Growmate utilises a range of third-party software, platforms, and tools. These may include advertising platforms, analytics tools, design software, project management applications, scheduling tools, and reporting dashboards.
The Client acknowledges and agrees that:
- Growmate has no control over the availability, functionality, pricing, or terms of service of any third-party platform or tool;
- Changes to third-party platform features, interfaces, algorithms, or policies may affect the delivery or performance of services, for which Growmate accepts no liability;
- Outages, data losses, or service interruptions experienced by third-party platforms are outside Growmate’s control and do not constitute a breach of this Agreement;
- Any costs associated with third-party platform subscriptions required to deliver the Services will be communicated in advance and are either included in or separate from the Management Fee as specified in the Service Agreement;
- Growmate’s use of third-party tools does not imply any partnership, endorsement, or official relationship with those tool providers.
Third-Party Tool Failure: Growmate shall not be liable for any data loss, campaign disruption, reporting inaccuracies, or service interruptions caused by the failure, change, or discontinuation of any third-party platform or tool utilised in the delivery of Services.
Account Access & Security
In many cases, the delivery of Growmate’s services requires administrative access to the Client’s digital accounts, including advertising accounts, analytics platforms, content management systems, and website backends.
16.1 Access Sharing
Clients agree to provide Growmate with the necessary administrative or managerial access required to perform the agreed Services. Where possible, access should be granted through official platform sharing mechanisms (e.g., Google Ads Manager Account access, Meta Business Manager partner access) rather than sharing personal login credentials.
16.2 Security Obligations
Both parties agree to maintain the security and confidentiality of all shared login credentials and account access. Growmate will use industry-standard security practices to protect any credentials shared by the Client.
16.3 Unauthorised Access
Growmate shall not be liable for any breach, unauthorised access, or data compromise arising from the Client’s own security vulnerabilities, compromised credentials, or account-sharing practices outside of Growmate’s control.
16.4 Access Revocation
Upon termination or completion of services, the Client should promptly revoke Growmate’s access to all accounts, platforms, and systems. Growmate will cooperate fully with any account offboarding process.
Revisions & Approvals
17.1 Revision Rounds
The number of included revision rounds for any deliverable (such as ad creatives, copy, landing pages, or reports) will be specified in the applicable Service Agreement. Requests for revisions beyond the included rounds will be subject to additional fees at Growmate’s standard rates.
17.2 Approval Process
Clients are required to review and provide written approval (via email or the designated project management tool) for all Deliverables prior to publishing, launching, or going live. Growmate shall not be held liable for errors, omissions, or performance issues in materials that have been reviewed and approved by the Client.
17.3 Delayed Approvals
If the Client does not provide approval or feedback within the agreed timeframe, Growmate reserves the right to either (a) proceed with the Deliverable as-is if a deadline must be met, or (b) hold the project in queue until approval is received, without any penalty to Growmate for any resulting delays.
17.4 Deemed Approval
If no feedback or objection is received from the Client within five (5) business days of a Deliverable being submitted for review, the Deliverable may be considered approved by Growmate, and the project will proceed accordingly.
Reporting & Communication
18.1 Reporting Frequency
Growmate will provide campaign performance reports as outlined in the Service Agreement, typically on a monthly basis unless otherwise agreed. Reports will reflect data from the applicable advertising platforms and analytics tools and are intended to provide a high-level overview of campaign performance against agreed KPIs.
18.2 Reporting Limitations
All data presented in reports is sourced from third-party platforms and analytics tools, which may be subject to data delays, discrepancies, or attribution inconsistencies inherent to those platforms. Growmate does not warrant the absolute accuracy of third-party data and shall not be held liable for decisions made by the Client on the basis of reported data.
18.3 Communication Channels
All official communications relating to the engagement shall be conducted through agreed channels as specified in the Service Agreement (e.g., email, a designated project management platform, or scheduled video calls). Urgent matters may be communicated by phone during standard business hours.
18.4 Response Times
Growmate will endeavour to respond to Client communications within two (2) business days. Response times may vary during public holidays or exceptional business periods. Similarly, Clients are expected to maintain reasonable responsiveness to ensure the effective delivery of services.
Delays & Project Timelines
Growmate is committed to delivering all services within the timelines agreed upon in the Service Agreement. However, the following conditions apply with respect to project timelines and potential delays:
- Client-Caused Delays:Growmate shall not be held responsible for delays caused by the Client’s failure to provide required assets, access, approvals, or feedback in a timely manner. Any timelines affected by Client delays will be adjusted accordingly, and additional charges may apply if such delays result in extended resource allocation.
- Platform-Related Delays:Delays caused by advertising platform approval processes, policy reviews, account verifications, or technical outages are outside Growmate’s control and will not constitute a breach of the Service Agreement.
- Scope Changes:Changes to the agreed scope of work, whether requested by the Client or necessitated by unforeseen circumstances, may result in revised timelines and will be communicated to the Client in advance.
- Force Majeure Delays:Timelines may be suspended or extended in the event of a Force Majeure Event as defined in Section 25 of this Agreement.
- Reasonable Adjustments:Growmate reserves the right to make minor adjustments to project timelines without formal notice, provided such adjustments do not materially affect the agreed delivery schedule or the Client’s business operations.
Suspension & Termination of Services
20.1 Termination by the Client
The Client may terminate the Service Agreement by providing written notice as per the notice period specified in the applicable Service Agreement (typically 30 days unless otherwise agreed). All outstanding fees for services rendered up to the effective date of termination remain due and payable in full. Prepaid fees for uncompleted future periods may be considered for refund at Growmate’s sole discretion.
20.2 Termination by Growmate
Growmate reserves the right to terminate the Service Agreement with immediate effect, or upon written notice as deemed appropriate, in the following circumstances:
- Non-payment of invoices beyond the agreed due date;
- Material breach of any provision of this Agreement by the Client;
- Discovery that the Client’s business engages in illegal, unethical, or fraudulent activities;
- Behaviour by the Client that is abusive, threatening, or hostile towards Growmate staff;
- The Client’s failure to provide necessary information or access, rendering service delivery impossible;
- Any other circumstance that Growmate reasonably determines makes the continuation of the engagement untenable or reputationally damaging.
20.3 Suspension of Services
Growmate may suspend active services without prior notice in the event of non-payment, suspected fraud, or any circumstance that poses a risk to Growmate’s legal standing, reputation, or third-party platform accounts. Services will be reinstated upon resolution of the relevant issue at Growmate’s discretion.
20.4 Consequences of Termination
Upon termination, Growmate will provide a reasonable offboarding period to hand over any Client-owned assets, campaign data, and access credentials. Growmate retains the right to retain copies of work product for its own records. All outstanding fees remain immediately due and payable upon termination.
Limitation of Liability
To the maximum extent permitted by applicable law, Growmate’s total aggregate liability to the Client — whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise — shall in no circumstances exceed the total Management Fees paid by the Client to Growmate in the three (3) calendar months immediately preceding the event giving rise to the claim.
Growmate shall not be liable — under any legal theory, including tort, contract, or otherwise — for any of the following types of loss or damage, even if Growmate has been advised of the possibility of such damages:
- Loss of revenue, profits, sales, or business;
- Loss of anticipated savings or opportunity;
- Loss of data, reputation, goodwill, or business relationships;
- Any indirect, incidental, special, punitive, exemplary, or consequential loss or damage;
- Losses arising from the Client’s reliance on campaign projections or performance forecasts;
- Losses arising from advertising platform bans, restrictions, or policy changes;
- Losses arising from third-party tool failures, outages, or service interruptions;
- Losses arising from the Client’s failure to implement Growmate’s recommendations;
- Losses arising from errors in data provided by the Client.
Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded.
Please read this section carefully as it significantly limits Growmate’s liability.
Indemnification
The Client agrees to defend, indemnify, and hold harmless Growmate, its officers, directors, employees, contractors, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
- The Client’s breach of any term, warranty, or representation in this Agreement;
- The Client’s violation of any applicable law or third-party rights;
- The Client’s products, services, or business practices;
- Any materials, content, or information provided by the Client that infringe upon third-party intellectual property, privacy, or other legal rights;
- Any claim that the Client’s advertising content is false, misleading, or in violation of consumer protection laws;
- The Client’s misuse of advertising platforms or tools managed by Growmate.
Growmate will provide prompt written notice of any such claim and will reasonably cooperate with the Client in the defence thereof. The Client shall not settle any claim that imposes obligations on Growmate without Growmate’s prior written consent.
Compliance With Laws
Both parties agree to comply with all applicable local, national, and international laws and regulations relevant to their respective obligations under this Agreement. This includes, but is not limited to:
- Consumer protection and advertising standards legislation;
- Data protection and privacy laws (including GDPR, PDPA, or applicable local equivalents);
- Intellectual property and copyright laws;
- Anti-spam and electronic communications regulations;
- Financial services advertising regulations (where applicable);
- Industry-specific licensing, certification, and disclosure requirements.
The Client is solely responsible for ensuring that their business operations, products, services, and any marketing content comply with all applicable regulatory requirements in every jurisdiction in which they operate. Growmate will endeavour to flag potential compliance concerns when identified; however, this does not constitute legal advice, and the Client is advised to seek independent legal counsel for compliance matters.
Prohibited Activities
Clients are strictly prohibited from using Growmate’s services in connection with any of the following activities. Violation of this provision will result in immediate termination of services without refund:
- Promotion of illegal products, services, or activities under any applicable jurisdiction;
- Advertising of counterfeit, fraudulent, or misrepresented goods or services;
- Marketing of tobacco, firearms, controlled substances, or other restricted products without proper legal authorisation and platform approval;
- Adult content, gambling, or other restricted industry advertising without prior disclosure and specific platform eligibility;
- Unlicensed financial products, securities, cryptocurrencies, or investment schemes;
- Deceptive, misleading, or false advertising claims that may harm consumers;
- Collection or misuse of personal data without the proper legal basis or user consent;
- Harassment, hate speech, or content that promotes discrimination based on race, gender, religion, or other protected characteristics;
- Activities designed to manipulate, defraud, or exploit consumers, competitors, or platforms;
- Any activity that violates the terms of service of advertising platforms used by Growmate.
Growmate reserves the right to immediately terminate services for any Client whose business activities are discovered to fall within the above categories, regardless of when such discovery occurs during the engagement.
Force Majeure
Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event — that is, any event or circumstance beyond the affected party’s reasonable control, including but not limited to:
- Natural disasters, acts of God, earthquakes, floods, fires, or epidemics;
- War, terrorism, civil unrest, government actions, or regulatory interventions;
- Widespread internet outages, cyber-attacks, or major infrastructure failures;
- Strikes, labour disputes, or supply chain disruptions;
- Changes in law, government-imposed restrictions, or regulatory mandates;
- Extended platform outages or technical failures by third-party service providers.
The affected party must notify the other party in writing as soon as reasonably practicable after a Force Majeure Event becomes apparent. The affected party must take reasonable steps to mitigate the impact of the Force Majeure Event and resume performance as soon as it is reasonably possible to do so. If the Force Majeure Event continues for a period exceeding sixty (60) consecutive days, either party may terminate the Agreement by providing written notice, without liability to either party beyond settlement of any outstanding fees for services rendered to that date.
Amendments to Terms
Growmate reserves the right to amend, modify, update, or replace any provision of these Terms & Conditions at any time, at its sole discretion. Such amendments may be made to reflect changes in our services, legal requirements, industry standards, or business practices.
Material amendments will be communicated to active Clients via email to the address on file or through a prominent notice on our website at https://growmate.ai/ , with a minimum notice period of 14 days prior to the amendments taking effect. Non-material updates, such as minor clarifications or typographical corrections, may be made without notice.
Your continued engagement of Growmate’s services following the effective date of any amendment constitutes your acceptance of the revised Terms & Conditions. If you do not agree with any amendment, you must notify Growmate in writing and, if desired, terminate the engagement in accordance with the termination provisions of Section 20.
No variation to any active Service Agreement shall be effective unless it is in writing and signed (or acknowledged by email) by authorised representatives of both parties.
Governing Law & Jurisdiction
These Terms & 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 applicable laws of the jurisdiction in which Growmate is incorporated and operating.
Any disputes arising from or related to this Agreement that cannot be resolved amicably by both parties shall be subject to the exclusive jurisdiction of the competent courts in Growmate’s operating jurisdiction, unless a separate arbitration or dispute resolution mechanism is agreed upon in the Service Agreement.
In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation and, if necessary, mediation before resorting to formal legal proceedings. This clause does not restrict either party from seeking urgent injunctive or equitable relief from a competent court where necessary to protect its rights.
Contact Information
For any questions, concerns, clarifications, or formal notices related to these Terms & Conditions, or to report a potential breach or compliance issue, please contact Growmate through the following channels:
| Company | Growmate — Digital Marketing Agency |
| contact@growmate.ai | |
| Phone | +918017944232 |
| Website | https://growmate.ai/ |
All formal notices must be submitted in writing to the email address listed above. Notices sent via email shall be deemed received upon confirmation of delivery. Growmate will endeavour to respond to all inquiries within five (5) business days.
Note to Clients: By engaging Growmate’s services — whether through signing a Service Agreement, submitting payment, or providing written or verbal confirmation to proceed — you confirm that you have read, understood, and agreed to these Terms & Conditions in their entirety. These Terms form an integral part of your contractual relationship with Growmate.