01Parties and how this works
This Client Services Agreement (the “Agreement”) is between Muhammad Azam, trading as CityMarketing (“CityMarketing”, “I” or “me”), 52-A (Commercial), Mezzanine Floor, Phase 6, DHA Lahore, Pakistan, and the business named in the proposal or Statement of Work (“you” or “Client”).
It applies once you accept a proposal or sign a Statement of Work (“SOW”) that refers to it. Each SOW sets out the scope, deliverables, fees and timing for one service. If an SOW conflicts with this Agreement, the SOW applies to that service only. The Terms of Service and Privacy Policy also apply.
02Services
I will provide the services described in your SOW, such as local SEO and Google Business Profile management, Meta Ads management and AI receptionist set-up. I will do the work with reasonable skill and care, in line with the platform rules that apply. I may use my small team and trusted subcontractors, and I remain responsible for their work.
Work outside the SOW needs your written agreement and may cost extra. I will tell you before I start it.
03Fees and payment
- Fees, billing dates and currency are in the SOW. Unless it says otherwise, monthly services are invoiced in advance and one-off projects are invoiced as the SOW states.
- Invoices are due within 7 days of the invoice date, by the payment method on the invoice.
- Ad spend and third-party costs (ad platform charges, directories, software, call minutes, SMS or telephone numbers) are separate from my fees and are paid by you or reimbursed at cost, as the SOW says.
- If an invoice is overdue, I will remind you. After written notice, I may pause work until it is paid and may charge reasonable interest on the overdue amount.
- Fees exclude taxes. You are responsible for any sales tax, VAT, GST or withholding that applies to you.
- Refunds and cancellations are covered in the Refund and Cancellation Terms in your SOW or proposal.
04What I need from you
- Access to the accounts and assets needed for the work (such as Google Business Profile, ad accounts, website and analytics), granted through delegated access wherever possible.
- Accurate, complete and lawful information, images and claims about your business.
- Prompt answers and approvals, because delays can move deadlines.
- Permission to use the content, logos, photos and reviews you give me.
- Compliance with the laws and platform rules that apply to your business, offers and advertising. For regulated fields such as medical or cosmetic services, this includes licensing and advertising rules.
05Accounts, ownership and access
You own your Google Business Profile, ad accounts, website, domain, customer data and brand assets. I work through delegated access and will not take ownership of them. On request or when the work ends, I will remove my access and help with a reasonable hand-over of reports, files and credentials.
Once I am paid in full, you own the final deliverables created specifically for you. I keep my pre-existing tools, templates, processes and know-how, and you may use them as part of the deliverables. I may name you as a client or show your work as a case study only with your written permission.
06No guarantees
Google, Meta and other platforms control rankings, ad delivery and approvals, and they change their rules without notice. I do not guarantee any ranking, number of calls, leads or bookings, revenue or timeline. I am not responsible for platform decisions such as suspended listings, rejected ads or algorithm changes. I will never create fake reviews or use deceptive tactics.
07AI receptionist and call handling
If your SOW includes an AI receptionist, it works from the information and rules you provide. You agree to test the call flow before launch and to review call summaries. It is not for emergencies. You are responsible for any notices and consents needed to answer, record or transcribe calls and send texts to your customers under the laws where they are. The separate AI Receptionist and Call Recording Terms apply to this service.
08Confidentiality and data protection
- Each of us will keep the other’s non-public business information confidential and use it only for this Agreement. This does not cover information that is public, already known to us, or that we must disclose by law.
- Where I handle your customers’ personal data for you, I do so on your instructions, and the Data Processing Agreement applies. I use reasonable security measures and will tell you without undue delay if I learn of a breach affecting your data.
- I handle my own contact and enquiry data as described in my Privacy Policy.
09Term and ending the work
This Agreement starts when you accept an SOW and continues while any SOW is active. There is no long lock-in. Unless the SOW says otherwise, either of us may end a monthly service by giving 30 days’ written notice. Either of us may end it immediately by written notice if the other seriously breaches this Agreement and does not fix it within 10 days of being told.
When work ends, you pay for work done and costs committed up to the end date. Sections that by their nature should continue (payment, ownership, confidentiality, liability and governing law) survive.
10Liability
To the fullest extent the law allows:
- Neither of us is liable for indirect or consequential loss, or for loss of profit, revenue, data or goodwill.
- My total liability for any claim connected with the services is limited to the fees you paid me in the 3 months before the event that caused the claim.
- You are responsible for claims by third parties that result from the content, claims or instructions you give me, or from your breach of the law or platform rules, unless the claim was caused by my own negligence or breach.
Nothing here limits liability that cannot be limited by law, such as liability for fraud or for death or personal injury caused by negligence.
11General terms
- Independent contractor: I am an independent contractor, not your employee, partner or agent.
- Events beyond control: neither of us is responsible for delays caused by events outside our reasonable control, such as outages, platform changes or natural events. Payment obligations still apply.
- Whole agreement: this Agreement, the SOW and the documents it refers to are the whole agreement for the services. Changes must be agreed in writing, and email is enough.
- If a clause is invalid, the rest still applies.
- Assignment: you may not transfer this Agreement without my written consent.
- Notices: may be sent by email to the addresses in the SOW, and are treated as received on the next business day.
12Governing law and disputes
Please tell me about any problem first so we can try to settle it in good faith. This Agreement is governed by the laws of Pakistan, and the courts of Lahore, Pakistan have jurisdiction, unless your SOW says otherwise. Mandatory rights you have under the laws of the United Kingdom, Canada or a US state are not affected.
13Accepting this Agreement
You accept this Agreement by signing an SOW or proposal that refers to it, by replying “accepted” by email, or by letting me start work after receiving it. If you need a signed copy or have questions, email contact@citymarketing.net or message me on WhatsApp at +92 300 4084004.