Terms of Service

1. Definitions and Interpretation

In these Terms, the following words and expressions shall have the meanings assigned to them, unless the context otherwise requires:

• — "Ad Spend" means the budget allocated to and expended on third-party advertising platforms (including Meta Ads Manager and Google Ads) for the purpose of media buying on behalf of the Client, which is separate from and in addition to FastClick's management fees.
• — "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Services, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• — "Deliverables" means the specific outputs, reports, assets, creatives, landing pages, and campaign materials to be produced by FastClick pursuant to a Statement of Work.
• — "Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade secrets, database rights, design rights, moral rights, and all other intellectual or industrial property rights of any kind, whether registered or unregistered, in any jurisdiction worldwide.
• — "Lead" means a record of a potential real estate buyer's contact information and qualifying details, generated through digital advertising campaigns and lead capture mechanisms managed by FastClick on behalf of the Client.
• — "Platform Policies" means the community standards, advertising policies, terms of service, and technical specifications prescribed from time to time by advertising platforms including Meta Platforms, Inc., Google LLC, LinkedIn Corporation, and any other digital media platform utilised in connection with the Services.
• — "Services" means the performance marketing, digital advertising, lead generation, funnel architecture, market intelligence, and ancillary services provided by FastClick as more particularly described in a Statement of Work.
• — "Statement of Work" or "SOW" means a written document executed by both parties setting forth the specific scope, deliverables, timelines, fees, and any special conditions applicable to a particular engagement.

2. Acceptance of Terms and Eligibility

By using our website or engaging our Services, you confirm and warrant that:

• — You are at least 18 years of age, or are a duly authorised representative of a legal entity that is validly incorporated and in good standing under applicable law
• — You have the full legal capacity, authority, and power to enter into this Agreement and to perform your obligations hereunder
• — If entering these Terms on behalf of a company or other legal entity, you represent that you have been duly authorised to bind such entity, and that the entity is not a prohibited person or entity under applicable sanctions regimes
• — You have read, understood, and agree to be bound by these Terms, together with our Privacy Policy and Cookie Policy, which are incorporated herein by reference
• — You are not located in a jurisdiction subject to a comprehensive trade embargo or sanctions regime that would prohibit your engagement with FastClick

FastClick reserves the right, at its sole discretion, to refuse Services to any person or entity, or to terminate an engagement, without assigning reasons.

3. Description of Services and Engagement Model

FastClick Digital LLP provides performance marketing and lead generation solutions exclusively for the real estate sector. Our Services include, without limitation:

• — Meta (Facebook & Instagram) paid advertising campaigns including Lead Ads, Conversion campaigns, Retargeting, and Catalogue Ads
• — Google Search, Display, YouTube, Performance Max, and Smart Bidding advertising campaigns
• — Lead funnel architecture, multi-step landing page design and optimisation, and A/B testing infrastructure
• — Market intelligence, competitive analysis, audience research, and demand mapping for real estate developments
• — CRM integration, lead routing automation, WhatsApp and telephony integration, and real-time lead delivery infrastructure
• — Cross-border and international campaign management for NRI-targeted and global real estate investor audiences
• — Campaign performance reporting, attribution analysis, and monthly strategy reviews

The specific scope of Services for each engagement shall be detailed in a Statement of Work (SOW) executed between FastClick and the Client. In the event of any conflict between these Terms and an executed SOW, the SOW shall prevail to the extent of such conflict. Services commence only upon execution of the SOW and receipt of the applicable advance payment. FastClick reserves the right to engage qualified sub-contractors or third-party specialists for the delivery of any component of the Services, subject to appropriate confidentiality and data protection obligations.

4. Client Representations, Warranties, and Obligations

As a condition of engaging FastClick's Services, you represent, warrant, and covenant that you shall, throughout the term of the engagement:

• — Provide accurate, complete, current, and non-misleading information and materials necessary for campaign briefing, audience targeting, and creative development
• — Ensure that all materials, content, project information, and assets provided to FastClick comply with applicable laws (including, without limitation, the Real Estate (Regulation and Development) Act, 2016 ("RERA"), the Consumer Protection Act, 2019, and the Advertising Standards Council of India ("ASCI") guidelines) and do not infringe any third-party Intellectual Property Rights, rights of publicity or privacy
• — Obtain and maintain all licences, regulatory approvals, RERA registrations, environmental clearances, and other permits required for the lawful marketing and sale of your real estate project(s)
• — Comply with all applicable Platform Policies of Meta, Google, and any other advertising platform utilised in connection with your campaigns, including policies relating to prohibited content, restricted categories, and ad account conduct
• — Make timely payments of all management fees and, where applicable, maintain sufficient Ad Spend credit balances in your advertising platform accounts to avoid campaign interruptions
• — Provide timely feedback, approvals, and decision-making within the review windows specified in the SOW. Delays in providing approvals that cause campaign delays shall not give rise to any obligation on FastClick to refund fees or extend the engagement period without additional charge
• — Not engage in, authorise, or facilitate any activity that could compromise the integrity or standing of shared advertising accounts, including click fraud, invalid traffic generation, or violations of Platform Policies
• — Promptly notify FastClick of any changes in applicable law, regulatory requirements, or project status that may affect the legality or appropriateness of ongoing campaigns
• — Ensure that you have obtained all necessary consents from data subjects whose Personal Data is shared with FastClick for targeting or CRM integration purposes, in accordance with applicable data protection law

You shall indemnify, defend, and hold harmless FastClick Digital LLP and its partners, employees, agents, and sub-contractors from and against any claims, liabilities, damages, fines, or expenses (including reasonable legal fees) arising from your breach of any of the representations, warranties, or obligations set forth in this Section.

5. Fees, Payment, and Taxes

• — All fees for Services shall be as specified in the relevant SOW and are quoted in Indian Rupees (INR) unless the SOW expressly specifies an alternative currency. For international clients, invoices may be raised in USD or AED as agreed, subject to applicable foreign exchange regulations under the Foreign Exchange Management Act, 1999 ("FEMA").
• — Management fees are invoiced monthly in advance and are due within 7 (seven) days of the invoice date, unless an alternative payment schedule is expressly agreed in the SOW.
• — Ad Spend is separate from and in addition to management fees. The Client is solely responsible for funding and maintaining adequate balances in their advertising platform accounts (Meta Ads Manager, Google Ads, etc.). FastClick shall not be liable for campaign interruptions caused by insufficient Ad Spend funding.
• — Invoices not paid within 15 (fifteen) calendar days of the due date shall attract a late payment charge at the rate of 1.5% (one and a half percent) per month on the outstanding amount, compounded monthly, without prejudice to FastClick's other rights and remedies.
• — FastClick reserves the right to suspend the Services, without liability, upon 3 (three) business days' written notice, in the event of non-payment of any invoice overdue by more than 15 (fifteen) days. Services will be reinstated only upon full payment of all outstanding dues.
• — All fees are exclusive of applicable Goods and Services Tax (GST) and any other taxes, levies, or duties as may be prescribed under Indian law. GST shall be charged at the applicable rate and reflected in all invoices. The Client shall bear all withholding tax obligations and shall gross up payments as necessary to ensure FastClick receives the full invoiced amount net of any withholding.
• — All fees paid are non-refundable except as expressly provided in the SOW or as required by applicable law. Refund requests will be considered only in cases of documented material failure by FastClick to deliver contracted Services, and shall be at FastClick's sole discretion.
• — FastClick reserves the right to revise its fee schedule upon 30 (thirty) days' written notice. Any such revision shall not apply to ongoing engagements governed by an executed SOW, except upon renewal.

6. Intellectual Property Rights

6.1 FastClick's Proprietary Rights

All content on our website — including without limitation, text, articles, graphics, logos, images, icons, audio clips, software, data compilations, and the selection and arrangement thereof — constitutes the exclusive intellectual property of FastClick Digital LLP or its licensors, and is protected under the Copyright Act, 1957; the Trade Marks Act, 1999; and all other applicable Indian and international intellectual property laws. No right, title, or interest in such content is transferred to you by virtue of your access to this website or your engagement of our Services, except as expressly set forth herein. Any unauthorised reproduction, distribution, modification, public display, or creation of derivative works from our content, without prior written consent from FastClick, is strictly prohibited and may constitute an infringement of our Intellectual Property Rights.

6.2 Client's Background Intellectual Property

You retain all right, title, and interest in and to any and all pre-existing intellectual property, including trademarks, logos, brand assets, project images, floor plans, brochures, and other materials that you provide to FastClick for use in connection with the Services ("Client Background IP"). You grant FastClick a limited, non-exclusive, royalty-free, worldwide licence, for the duration of the engagement, to use the Client Background IP solely for the purpose of creating and delivering the contracted Deliverables. This licence terminates automatically upon the termination or expiry of the engagement.

6.3 Ownership of Deliverables

Subject to full payment of all fees and charges due under these Terms and the applicable SOW, FastClick assigns to the Client all right, title, and interest (including all Intellectual Property Rights) in and to the original Deliverables specifically created for the Client under the relevant SOW, including original ad creatives, custom landing page designs, and bespoke campaign copy. Notwithstanding the foregoing, FastClick retains ownership of: (a) all pre-existing methodologies, tools, templates, processes, data models, and know-how used in creating the Deliverables ("FastClick Background IP"); (b) any data, analytics insights, or benchmarks derived from the performance of campaigns that do not contain the Client's Confidential Information; and (c) any improvements to FastClick Background IP that arise in the course of delivering the Services.

6.4 Portfolio Rights

Unless you expressly opt out in writing, FastClick reserves the right to reference your project name and display aggregated, anonymised campaign performance metrics in its marketing materials, pitch decks, website case studies, and awards submissions, solely for the purpose of demonstrating FastClick's capabilities. No confidential financial data or personally identifiable information will be disclosed without prior written consent.

7. Confidentiality and Non-Disclosure

Each party agrees to hold the other's Confidential Information in strict confidence and to use such Confidential Information solely for the purposes of performing obligations or exercising rights under these Terms. Each party agrees to protect the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care. The confidentiality obligations under this Section shall survive the termination or expiry of these Terms for a period of 3 (three) years, except with respect to trade secrets, for which the obligation shall continue indefinitely. Exceptions to the obligation of confidentiality include information that:

• — Is or becomes publicly known through no breach of this Agreement by the Receiving Party
• — Was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party, without restriction on use or disclosure
• — Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information
• — Is required to be disclosed pursuant to a lawful order of a court of competent jurisdiction or a regulatory authority, provided that the Receiving Party provides the Disclosing Party with prompt prior written notice to the extent permitted by law and cooperates with the Disclosing Party's efforts to seek a protective order

Non-Solicitation: During the term of engagement and for a period of 12 (twelve) months thereafter, neither party shall directly solicit, recruit, or attempt to hire any key employee or contractor of the other party who was involved in the delivery or receipt of Services, without prior written consent of the other party.

8. No Guarantee of Results; Disclaimer of Warranties

FastClick employs industry-leading methodologies, data-driven optimisation strategies, and experienced marketing professionals to maximise the performance of every campaign. However, the following disclaimers apply:

• — We make no representation, warranty, or guarantee regarding the achievement of specific lead volumes, cost-per-lead targets, conversion rates, sales velocity, or return on investment outcomes. Any projections or estimates provided are for indicative purposes only and do not constitute contractual commitments.
• — Campaign performance is influenced by a multiplicity of factors outside FastClick's control, including real estate market conditions, property pricing competitiveness, macroeconomic environment, regulatory changes, competitor activity, the quality and responsiveness of the Client's sales team, and the attractiveness of the project itself.
• — Advertising platform algorithm updates, policy changes, account restrictions, or enforcements imposed by Meta, Google, or other platforms may affect campaign delivery, reach, and performance. FastClick shall not be liable for any such platform-driven disruptions.
• — Historical performance benchmarks and case study data referenced in our marketing materials reflect past results achieved under specific conditions and do not guarantee or predict future performance.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FASTCLICK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability and Indemnification

9.1 Limitation of Liability: To the maximum extent permitted by applicable law and notwithstanding any other provision of these Terms:

• — FastClick's aggregate liability to you for all claims arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total net management fees actually paid by you to FastClick in the 3 (three) calendar months immediately preceding the event giving rise to the claim.
• — FastClick shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including but not limited to loss of revenue, loss of profits, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss of data, or wasted expenditure, even if FastClick has been advised of the possibility of such damages.
• — FastClick shall not be liable for any Ad Spend losses, account suspension penalties, or platform enforcement actions imposed on Client advertising accounts by Meta, Google, or any other platform, resulting from the Client's violation of Platform Policies or from algorithm-driven decisions of the platform.
• — Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

9.2 Client Indemnification: You shall indemnify, defend, and hold harmless FastClick Digital LLP, its designated partners, employees, agents, sub-contractors, and successors ("FastClick Indemnitees") from and against any and all third-party claims, actions, proceedings, losses, damages, penalties, fines, costs, and expenses (including reasonable solicitor's fees) arising out of or in connection with: (a) your breach of any representation, warranty, obligation, or covenant under these Terms; (b) your violation of any applicable law, including RERA, consumer protection laws, or ASCI guidelines; (c) any claim that materials provided by you infringe the Intellectual Property Rights of a third party; (d) your misuse of the Services or the Deliverables; or (e) any negligent or wilful act or omission by you or your representatives.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including without limitation: acts of God; natural disasters; epidemic, pandemic, or public health emergency (including measures taken by governmental authorities in response thereto); war, armed conflict, terrorism, riot, or civil unrest; government actions, embargoes, or sanctions; nationwide internet or telecommunications infrastructure failures; and strikes or industrial action not involving the party's own employees.

The party seeking to rely on Force Majeure shall promptly notify the other party in writing upon becoming aware of the event, and shall use all reasonable endeavours to mitigate its effects and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than 60 (sixty) consecutive days, either party may terminate the affected SOW upon 14 (fourteen) days' written notice, without liability to the other party, except for payment of fees for Services already rendered.

11. Term, Termination, and Post-Termination Obligations

11.1 Term: These Terms shall apply from the date of your first access to our website or the execution of a SOW, whichever is earlier, and shall continue until terminated in accordance with this Section.

11.2 Termination for Convenience: Either party may terminate an engagement for convenience by providing 30 (thirty) days' prior written notice to the other party, subject to the minimum term provisions of any applicable SOW.

11.3 Termination for Cause: FastClick may terminate any SOW or these Terms with immediate effect upon written notice in the event that:

• — You commit a material breach of these Terms or the applicable SOW and fail to remedy such breach within 7 (seven) calendar days of receiving written notice specifying the breach in reasonable detail
• — You engage in, or are reasonably suspected of engaging in, fraudulent, illegal, unethical, or discriminatory conduct in connection with the Services or your advertising activities
• — Any invoice remains wholly unpaid for more than 30 (thirty) calendar days beyond the due date
• — You enter into insolvency proceedings, are subject to a winding-up order, appoint a liquidator or receiver, or make any arrangement or composition with your creditors
• — Your advertising accounts are suspended or permanently disabled by Meta, Google, or other platforms due to your violations of Platform Policies

11.4 Consequences of Termination: Upon termination or expiry of any SOW: (a) all outstanding fees accrued up to the termination date become immediately due and payable; (b) any non-refundable Ad Spend commitments made on your behalf prior to the termination notice remain your financial responsibility; (c) FastClick shall, within 30 days of termination, deliver to you all Deliverables completed and paid for as of the termination date; (d) each party shall return or securely destroy the other party's Confidential Information, subject to legal retention requirements; and (e) provisions of these Terms that by their nature should survive termination shall continue in full force and effect.

12. Prohibited Conduct and Acceptable Use

You expressly agree not to use our website, platform, or Services for any of the following prohibited purposes:

• — Advertising, marketing, or promoting fraudulent, fictitious, misrepresented, or non-RERA-compliant real estate projects or investment schemes
• — Violating any applicable statute, regulation, or code of conduct, including RERA 2016, the Consumer Protection Act 2019, the Prevention of Money Laundering Act 2002 (PMLA), the Foreign Contribution (Regulation) Act, FEMA, SEBI regulations, or any applicable anti-corruption or anti-bribery laws
• — Transmitting or facilitating the transmission of spam, phishing communications, unsolicited commercial messages, or any communication that violates the National Do Not Call (DNC) Registry regulations
• — Uploading, transmitting, or introducing malware, viruses, trojan horses, ransomware, spyware, or any other malicious code to our systems or the advertising platforms we manage
• — Attempting to probe, scan, or test the vulnerability of our systems; circumventing authentication or security mechanisms; or interfering with the operation of our website or services
• — Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of any proprietary software, tools, or algorithms used by FastClick in delivering its Services
• — Engaging in discriminatory targeting or practices prohibited under Platform Policies or applicable law, including targeting based on protected characteristics such as religion, caste, race, gender, disability, or national origin
• — Collecting or harvesting Personal Data from our website or any landing pages managed by FastClick without explicit authorisation

13. Governing Law, Dispute Resolution, and Jurisdiction

These Terms 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 all respects in accordance with the laws of the Republic of India, without regard to its conflict of law principles.

Negotiation: In the event of a dispute, difference, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof, the parties shall first attempt to resolve the same through good-faith negotiation between their respective senior representatives, for a period of not less than 30 (thirty) calendar days from the date of written notice by the aggrieved party.

Arbitration: If the dispute is not resolved through negotiation within the aforesaid 30-day period, either party may refer the dispute to arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or, failing agreement within 15 days, by an arbitrator appointed by the courts. The seat and venue of arbitration shall be Navi Mumbai, Maharashtra, India. The language of arbitration shall be English. The arbitral award shall be final and binding on the parties.

Subject to the above, the courts in Navi Mumbai, Maharashtra, India shall have exclusive jurisdiction for all matters relating to interim relief, enforcement of arbitral awards, or any claim that is not subject to arbitration. You irrevocably consent to the personal jurisdiction of such courts.

14. General Provisions

• — Entire Agreement: These Terms, together with any executed SOW and incorporated policies, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, warranties, negotiations, and understandings, whether oral or written.
• — Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• — Waiver: No failure or delay by either party in exercising any right, power, or remedy shall operate as a waiver thereof. No single or partial exercise of any right shall preclude any other or further exercise of that right or any other right.
• — Assignment: You may not assign, transfer, sublicense, or delegate your rights or obligations under these Terms without FastClick's prior written consent. FastClick may assign its rights and obligations under these Terms to an Affiliate or in connection with a merger, acquisition, or sale of its business without your consent, provided that the assignee assumes all obligations hereunder.
• — Relationship of Parties: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other in any respect without prior written consent.
• — Notices: All formal notices under these Terms shall be in writing and delivered by email with confirmation of receipt, or by registered post with acknowledgement due, to the addresses specified in the relevant SOW or as otherwise notified in writing.
• — Amendments: FastClick reserves the right to modify these Terms at any time. Material amendments will be communicated by posting the revised Terms on our website with an updated date. Continued use of the Services following such posting constitutes your acceptance of the modified Terms.

15. Contact Us

For any queries, legal notices, or disputes regarding these Terms of Service, please contact our legal team: