Terms of Service

Effective date: 22 July 2025

These Terms of Service (“Terms”) govern your access to and use of the Clivo Labs website, professional services, and SaaS products provided by Clivo Labs(“Clivo Labs,” “we,” “us,” or “our”). Please read them carefully before using our website or engaging our services.

1. Agreement to Terms

By accessing our website, engaging our services, or using our products, you agree to be bound by these Terms and by our Privacy Policy. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree to these Terms, you must not use our website, services, or products. The entity you are contracting with is Clivo Labs, registered in Islamic Republic of Pakistan.

2. Definitions

• Client means the individual or organisation that engages our Services or uses our Products.
• Services means the professional services we provide, including web development, AI solutions, data analytics, social media marketing, SEO, and custom SaaS development.
• Products means our SaaS products, namely Zeptal, WaveX, and TripStack.
• Deliverables means the work products, materials, and outputs we create and provide to the Client under an engagement.
• Order Form / SOW means a proposal, order form, or statement of work agreed between the parties describing the specific Services, scope, fees, and timelines.
• Content means any data, text, files, or materials provided or made available by a party, including Client Content supplied by the Client.

3. Description of Services

We offer six service practices: web development, AI solutions, data analytics, social media marketing, search engine optimisation, and custom SaaS development. We also operate three SaaS products: Zeptal (an AI CV maker, applicant tracking system, and lightweight HR system), WaveX (marketing automation across WhatsApp, email, and SMS, integrating with the Meta WhatsApp Cloud API), and TripStack (an operations platform for tour operators and travel creators). The specific features and scope available to you depend on your engagement or subscription plan.

4. Eligibility and Accounts

You must be at least 18 years old to use our website, services, and products. When you create an account you agree to provide accurate and complete information and to keep it up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorised use of your account.

5. Engagement and Scope

Professional Services are governed by a separate proposal, Order Form, or Statement of Work agreed between the parties. Where an Order Form or SOW conflicts with these Terms, the Order Form or SOW prevails to the extent of that conflict for the engagement it governs. Any change to the agreed scope must be documented and may affect fees and timelines.

6. Fees, Invoicing and Payment

Fees are set out in the applicable Order Form, SOW, or subscription plan and are quoted in the stated currency. Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all applicable taxes, duties, and levies. Invoices are payable within the period stated on the invoice. Late payment may accrue interest and may result in suspension of Services or Products. We are under no obligation to continue work while an account is overdue.

7. Refunds and Cancellation

Refunds and cancellations are governed by our Refund and Cancellation Policy, which forms part of these Terms. Please review it for details of eligibility, timeframes, and non-refundable items.

8. Intellectual Property

Clivo Labs retains all right, title, and interest in and to its pre-existing intellectual property, including its tools, frameworks, methodologies, and the Products. Upon full payment of all applicable fees, the Client receives ownership of, or a licence to use, the final Deliverables as specified in the applicable Order Form or SOW, excluding our pre-existing intellectual property, which is licensed to the Client to the extent required to use the Deliverables.

The Client retains ownership of Client Content and grants us a non-exclusive licence to use, host, and process that Content for the purpose of delivering the Services and Products. The Client is responsible for ensuring it has the rights necessary to provide Client Content to us.

9. Acceptable Use

When using our website, Services, and Products, you must not, and must not permit any third party to:

• Send unsolicited or bulk messaging, or spam of any kind;
• Harvest, collect, or import contacts without the necessary consent;
• Send messages to recipients who have not opted in to receive them;
• Violate the WhatsApp Business Messaging Policy or the Meta Platform Terms;
• Distribute malware, viruses, or other harmful code;
• Upload, transmit, or promote unlawful, infringing, or harmful content;
• Scrape, crawl, or extract data from our Products without authorisation;
• Reverse engineer, decompile, or attempt to derive source code from our Products; or
• Resell, sublicense, or provide access to our Products without our written authorisation.

We may suspend or terminate accounts that breach this section, with or without notice, to protect our Products, our other users, and third parties.

10. Third-Party Services

Our Products rely on third-party services, including platforms operated by Meta such as the WhatsApp Cloud API. Your use of features that depend on those services is also subject to the applicable third-party terms, and we are not responsible for the availability, changes, or actions of those third parties.

11. Confidentiality

Each party may receive confidential information from the other. Each party agrees to protect the other's confidential information with reasonable care and to use it only for the purpose of the engagement. These obligations do not apply to information that is or becomes public through no breach, is independently developed, is rightfully received from a third party, or is required to be disclosed by law.

12. Data Protection

Our collection and use of personal information in connection with our website, Services, and Products is described in our Privacy Policy. Where we process personal data on the Client's behalf, the parties will comply with applicable data protection law.

13. Warranties and Disclaimers

We will provide the Services with reasonable skill and care. Except as expressly stated in these Terms or an Order Form, our website, Services, and Products are provided “as is” and “as available,” and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services or Products will be uninterrupted, error-free, or completely secure.

14. Limitation of Liability

To the maximum extent permitted by law, Clivo Labs will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill. Our total aggregate liability arising out of or relating to these Terms, the Services, or the Products will not exceed the total fees paid by the Client to us in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.

15. Indemnity

The Client agrees to indemnify and hold Clivo Labsharmless from and against any claims, losses, liabilities, and expenses arising out of the Client Content, the Client's use of the Services or Products in breach of these Terms, or the Client's violation of any law or third-party rights.

16. Term, Suspension and Termination

These Terms remain in effect while you use our website, Services, or Products. Either party may terminate an engagement in accordance with the applicable Order Form, or on written notice for material breach that remains uncured after a reasonable cure period. We may suspend or terminate access immediately where required to protect our Products, our users, or to comply with law. On termination, your right to use the Services and Products ends, and any provisions that by their nature should survive — including those on intellectual property, confidentiality, fees due, disclaimers, limitation of liability, and governing law — will survive.

17. Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, failures of utilities or telecommunications, or actions of third-party providers.

18. Changes to the Services and to These Terms

We may modify the Services and Products from time to time to improve them or to comply with law. We may also update these Terms; when we make material changes, we will update the effective date and, where appropriate, provide additional notice. Your continued use of our website, Services, or Products after changes take effect constitutes acceptance of the updated Terms.

19. Governing Law and Jurisdiction

These Terms are governed by the laws of Pakistan, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Lahore, Punjab, Pakistan to resolve any dispute arising out of or relating to these Terms, subject to any mandatory rights you may have under local law.

20. Contact

Questions about these Terms can be directed to our legal team: