TERMS & CONDITIONS

Clutch The Close

Effective Date: May 24th, 2025 | Last Updated: May 25th, 2025

1. INTRODUCTION & ACCEPTANCE

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Clutch The Close ("Company," "we," "us," or "our"), a sales consulting firm registered in Jaipur, Rajasthan, India.

These Terms govern your use of our website(s), services, communications, and all interactions with the Company — from the moment you visit our website or engage with our content, through the completion of any paid engagement.

By doing any of the following, you confirm that you have read, understood, and agreed to these Terms in their entirety:

• Visiting or browsing our website(s), landing pages, or funnels.

• Scheduling or attending a discovery call, strategy call, or any consultation.

• Making a payment — whether partial, in installments, or in full.

• Signing a Service Agreement or any engagement document.

• Communicating with our team via any channel (email, Slack, WhatsApp, Zoom, or otherwise).

If you do not agree to these Terms, you must not use our services or engage with our business in any capacity.

These Terms should be read in conjunction with our Refund & Cancellation Policy and Privacy Policy, both of which are incorporated herein by reference and form part of the overall agreement between you and the Company.

2. DEFINITIONS

For the purposes of these Terms:

• "Services" refers to all consulting, done-for-you, advisory, coaching, training, and implementation services provided by Clutch The Close — including but not limited to sales process design, offer architecture, lead generation systems, sales team building, pitch creation, VSL scripting, funnel strategy, ad creative direction, and related sales infrastructure.

• "Deliverables" refers to all custom work products created by the Company for the Client — including but not limited to research documents, offer frameworks, sales pitches, VSL scripts, lead generation strategies, content calendars, outreach scripts, funnel blueprints, SOPs, and any other strategic or creative documents.

• "Engagement" refers to the full duration of the working relationship between the Client and the Company, as outlined in the Service Agreement.

• "Service Agreement" refers to the specific engagement contract signed between the Client and the Company at the time of onboarding, which outlines the scope of work, duration, pricing, and payment terms.

• "Onboarding Call" refers to the initial structured call conducted after payment, where the engagement is formally kicked off and the scope, phases, and action items are discussed.

• "Intellectual Property" refers to all proprietary frameworks, methodologies, templates, SOPs, scripts, strategies, tools, processes, and training materials owned by Clutch The Close.

3. ELIGIBILITY

To engage with our Services, you represent and warrant that:

• You are at least 18 years of age.

• You have the legal authority to enter into a binding agreement — either personally or on behalf of the business entity you represent.

• If engaging on behalf of a business, you are duly authorized by that business to accept these Terms and bind that entity to these obligations.

• All information you provide to us is accurate, truthful, and complete to the best of your knowledge.

• You are not engaging with our Services with the intent to copy, replicate, reverse-engineer, or resell our proprietary frameworks, methodologies, or processes.

4. SCOPE OF SERVICES

4.1 — What We Do

Clutch The Close provides bespoke, done-for-you consulting and implementation services. The specific scope of work for each client is defined in the Service Agreement signed at the time of onboarding. This typically includes some or all of the following:

• Phase 1 — Offer Clarity & Architecture: Audience research, ICP identification, market analysis, competitive landscape review, offer structuring, and pricing strategy.

• Phase 2 — Sales Process & Pitch Creation: Sales pitch development, objection handling frameworks, discovery call scripts, proposal templates, and sales training.

• Phase 3 — Acquisition System & Launch: Lead generation strategy, funnel design, VSL scripting, ad creative direction, LinkedIn outreach framework, cold email strategy, content calendars, and campaign launch support.

4.2 — What We Don't Do

Unless explicitly stated in the Service Agreement, our Services do NOT include:

• Direct management of your ad accounts (Meta, Google, LinkedIn) — we provide strategy and creative direction; execution may be handled by you or your team.

• Guaranteed leads, sales, revenue, or any specific business outcome (see Section 5).

• Social media management, content posting, or community management.

• Website design, development, or hosting.

• Legal, financial, tax, or accounting advice.

• Direct selling to your prospects or clients on your behalf (unless specifically agreed in the Service Agreement as part of a closer placement or sales team building engagement).

4.3 — Scope Boundaries

The scope of work is strictly limited to what is outlined in the Service Agreement. Any requests beyond the agreed scope will be treated as additional work and may require a separate agreement and additional fees. If the Company voluntarily delivers out-of-scope work at no additional charge, this constitutes a goodwill gesture and does not modify the original scope, create a precedent, or obligate the Company to continue providing additional work.

5. NO GUARANTEES OF RESULTS

5.1 — This is important. Please read carefully.

Clutch The Close does not guarantee any specific results, outcomes, revenue figures, lead volumes, conversion rates, or business performance improvements — whether expressed, implied, or inferred from any communication, case study, testimonial, or marketing material.

5.2 — You acknowledge and agree that:

• Any examples, case studies, or client results shared by the Company (on our website, in calls, in marketing materials, or otherwise) are illustrative and represent the results achieved by specific clients under their unique circumstances. These are not guarantees or promises of similar results for you.

• Business results are influenced by a wide range of factors including but not limited to your execution, your market, your pricing, your industry, your competition, your team, your existing reputation, economic conditions, and your own sales ability — none of which are within the Company's control.

• The Company's obligation is to deliver the agreed Deliverables to the standard described in the Service Agreement. Your obligation is to execute on the systems, strategies, and frameworks we provide.

• Non-delivery of results is NOT the same as non-delivery of services. If all agreed Deliverables have been completed and handed over, the service has been fully rendered.

5.3 — Earnings Disclaimer

Any references to income, revenue, or financial results in our marketing materials, website, or communications are not to be interpreted as guarantees of earnings. Your financial results will vary based on your individual effort, business acumen, market conditions, and many other factors. We make no representations that you will achieve any particular level of income or financial success.

6. CLIENT RESPONSIBILITIES & OBLIGATIONS

The success of our engagement depends on active, timely, and committed participation from you. By engaging with our Services, you agree to the following responsibilities:

6.1 — Participation & Availability

• Attend all scheduled calls on time, or reschedule with at least 24 hours' notice.

• Be available for a minimum of 2 calls per month with the assigned team member(s) during the engagement period.

• Respond to Slack messages, emails, and other communications within 48 hours on business days.

6.2 — Deliverable Review & Feedback

• Review all Deliverables within 7 calendar days of delivery.

• Provide clear, specific, and actionable feedback — not vague objections or wholesale rejections of agreed strategies.

• If no feedback is provided within 7 calendar days, the Deliverable will be considered approved and accepted.

6.3 — Action Item Completion

• Complete all action items assigned to you within the agreed timeframe (e.g., recording a VSL, filling questionnaires, providing business data, granting platform access, reviewing scripts).

• The Company cannot be held responsible for delays or lack of results caused by the Client's failure to complete their action items.

6.4 — Honest & Accurate Information

• Provide truthful, accurate, and complete information about your business, finances, operations, and goals.

• Immediately notify the Company if any material information changes during the engagement (e.g., change in business model, team changes, budget constraints).

6.5 — Professional Conduct

• Maintain respectful, professional communication with all team members at all times.

• Use only the designated communication channels (Slack, scheduled Zoom calls, email) for project-related discussions.

• Do not contact team members through personal phone numbers, family members, or any unauthorized channels.

• Do not make demands for immediate, unscheduled calls or responses outside of business hours.

6.6 — Consequences of Non-Compliance

If you fail to meet your obligations under this Section, the Company reserves the right to:

• Continue delivering its remaining scope of work without waiting for your input.

• Deem any unreviewed Deliverable as accepted after 7 calendar days.

• Consider the engagement as completed at the end of the agreed period, regardless of whether all milestones were reached — if delays were caused by your inaction.

• Terminate the engagement without refund, as outlined in our Refund & Cancellation Policy.

7. PAYMENT TERMS

7.1 — Pricing & Fees

The total fees for your engagement are specified in the Service Agreement. All prices are quoted in Indian Rupees (INR) unless otherwise stated. GST (Goods & Services Tax) at the applicable rate will be charged in addition to the quoted fee, unless the quote explicitly states "inclusive of GST."

7.2 — Payment Schedule

• Full Upfront Payment: The total fee is due before or at the time of the onboarding call, unless a payment plan has been agreed upon in writing.

• Installment Payment (If Agreed): If a payment plan is offered, the specific installment amounts and due dates will be documented in the Service Agreement. All installments must be paid on the agreed dates regardless of engagement progress.

• Late Payments: If any installment is overdue by more than 7 calendar days, the Company reserves the right to pause all work until the payment is received. If payment remains outstanding for more than 14 calendar days, the Company may terminate the engagement. No refund will be issued for work already completed.

7.3 — Payment Methods

We accept payments via bank transfer (NEFT/RTGS/IMPS), UPI, Razorpay, and other methods as communicated during onboarding. All payment processing fees (if any) are borne by the Client.

7.4 — Invoicing

A GST-compliant invoice will be issued for every payment received. Invoices will be sent to the email address provided during onboarding.

7.5 — Refunds

All refund terms are governed by our Refund & Cancellation Policy, which is incorporated into these Terms by reference. Please review it carefully before making any payment.

8. INTELLECTUAL PROPERTY

8.1 — Company's Intellectual Property

All proprietary frameworks, methodologies, templates, SOPs, training materials, processes, tools, systems, and know-how developed by Clutch The Close — whether before, during, or after your engagement — remain the exclusive intellectual property of the Company. This includes but is not limited to:

• The Socratic Flow (D.E.E.P.) objection handling framework.

• The Pitch Codex methodology.

• The ATA, CSM-CSM, I.D.E.A., BITS/I.D.E.A., and B.A.S.E. frameworks.

• The four voice archetype system (Sage, Warrior, Lover, Joker).

• All sales training materials, scripts, templates, and SOPs provided during the engagement.

• The Stage Selling SOP and all associated documentation.

You agree that you will NOT:

• Copy, reproduce, distribute, sell, license, or share any of the Company's proprietary frameworks or methodologies with any third party — including employees, contractors, partners, or competitors — without prior written consent.

• Use the Company's proprietary materials to train, coach, or consult others in a commercial capacity.

• Reverse-engineer, deconstruct, or attempt to recreate the Company's proprietary frameworks for commercial use.

• Represent any of the Company's proprietary frameworks as your own.

8.2 — Client's Intellectual Property

All information, data, content, and materials provided by you to the Company during the engagement (e.g., business data, brand assets, logos, creative materials) remain your property. We will not use your proprietary business information for any purpose other than delivering Services to you, unless you provide explicit written consent.

8.3 — Deliverables — License & Ownership

Upon full payment of all fees, you receive a non-exclusive, non-transferable, perpetual license to use the Deliverables created specifically for your business. This means:

• You may use the Deliverables (research documents, pitches, scripts, strategies, etc.) in your business operations indefinitely.

• You may NOT resell, redistribute, license, or share the Deliverables with any third party for commercial use.

• The underlying frameworks and methodologies used to create the Deliverables remain the Company's intellectual property.

• If payment is not completed in full, the Company reserves the right to revoke access to all Deliverables.

9. CONFIDENTIALITY

9.1 — Mutual Confidentiality

Both parties agree to treat all non-public information shared during the engagement as confidential. This includes business strategies, financial data, client lists, proprietary processes, pricing structures, and any other information that is not publicly available.

9.2 — Company's Obligations

We will not disclose your confidential business information to any third party without your consent, except:

• To our internal team members on a need-to-know basis to deliver Services.

• To our professional advisors (legal, accounting) under their own confidentiality obligations.

• Where required by law, regulation, or court order.

• In the context of dispute resolution, as outlined in our Refund & Cancellation Policy.

9.3 — Client's Obligations

You agree not to disclose any confidential information shared by the Company — including proprietary frameworks, internal processes, pricing structures, team information, client lists, or strategic approaches — to any third party without prior written consent.

9.4 — Exceptions

Confidentiality obligations do not apply to information that:

• Was already publicly available at the time of disclosure.

• Becomes publicly available through no fault of the receiving party.

• Was already known to the receiving party before disclosure.

• Is independently developed by the receiving party without reference to the confidential information.

• Is required to be disclosed by law, regulation, or court order.

9.5 — Duration

Confidentiality obligations survive the termination of the engagement and remain in effect for a period of 24 months from the date of the last interaction between the parties.

10. CALL RECORDINGS & DOCUMENTATION

10.1 — Recording Consent

All calls between the Company and the Client — including discovery calls, sales calls, onboarding calls, strategy calls, and review calls — may be recorded using third-party tools (e.g., Fathom, Zoom recording). You will be informed at the start of each recorded call.

10.2 — Purpose

Recordings are used for quality assurance, training, documentation, and as mutual evidence of discussions and agreements. They are not shared publicly or with unauthorized third parties.

10.3 — Binding Nature

Verbal confirmations, agreements, and approvals made on recorded calls carry the same weight as written confirmations for the purposes of these Terms, the Service Agreement, and the Refund & Cancellation Policy. If you agree to a deliverable, strategy, timeline, or scope item on a recorded call, that agreement is binding.

10.4 — Retention

Call recordings are retained for a minimum of 24 months or longer if required for legal or dispute resolution purposes.

11. PROFESSIONAL CONDUCT & TERMINATION

11.1 — Our Commitment

Clutch The Close is committed to treating every client with respect, professionalism, and transparency. We hold ourselves to the highest standards of ethical business conduct.

11.2 — Your Commitment

We expect the same standard of professional conduct from our clients. We understand that business can be stressful and emotions can run high — but there is a clear line between expressing frustration and engaging in abusive behavior.

11.3 — Grounds for Termination by the Company

The Company reserves the right to terminate the engagement immediately and without refund if the Client:

• Engages in abusive, threatening, demeaning, or disrespectful communication with any team member — whether verbal (on calls) or written (via Slack, email, WhatsApp, or any other channel).

• Makes false, misleading, or defamatory public statements about the Company, its founders, or its team members.

• Contacts team members through unauthorized channels — including personal phone numbers, family members, or social media accounts not designated for project communication.

• Repeatedly demands immediate, unscheduled calls or responses outside of business hours and agreed communication protocols, after being informed of proper scheduling procedures.

• Sends accusatory or hostile messages and then retracts them, creating a pattern of harassment or intimidation.

• Provides knowingly false or misleading information about their business, finances, or situation.

• Engages in any activity that the Company reasonably determines to be harmful to its business, reputation, or team.

11.4 — Warning Process

In most cases, the Company will issue one written warning (via email or Slack) identifying the specific behavior and requesting that it stop. If the behavior continues after the warning, the engagement will be terminated. In cases of severe misconduct (e.g., threats, defamation, contacting family members), the Company may terminate immediately without a prior warning.

11.5 — Post-Termination

Upon termination:

• All completed Deliverables will be handed over to the Client.

• No refund will be issued for work already completed.

• The Client's access to the Company's Slack channel, tools, and resources will be revoked.

• Confidentiality and intellectual property obligations survive termination.

11.6 — Termination by the Client

The Client may terminate the engagement at any time by providing written notice via email. Refund terms upon termination are governed by the Refund & Cancellation Policy.

12. LIMITATION OF LIABILITY

12.1 — To the maximum extent permitted by applicable law:

• The Company's total liability to you for any claims arising out of or in connection with these Terms or the Services shall not exceed the total fees actually paid by you to the Company under the Service Agreement.

• The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages — including but not limited to loss of revenue, loss of profits, loss of business opportunities, loss of data, or reputational damage — even if the Company has been advised of the possibility of such damages.

• The Company shall not be liable for any losses, damages, or delays arising from the Client's failure to fulfill their obligations under these Terms.

12.2 — You acknowledge that:

• The Services involve strategic and creative work that is inherently subjective. Differences in opinion about strategy or approach do not constitute a deficiency in service.

• The Company provides recommendations based on professional expertise and experience. You are free to accept or reject any recommendation. The Company is not liable for the consequences of your decisions.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Clutch The Close, its founders, directors, employees, contractors, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms, the Service Agreement, or any other agreement with the Company.

• Your use of the Deliverables in a manner not authorized by these Terms.

• Any false, misleading, or defamatory statements you make about the Company, its founders, or its team members.

• Your negligence, misconduct, or failure to comply with applicable laws in connection with your business operations.

• Any third-party claims arising from your use of the strategies, systems, or materials provided by the Company.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to:

• Natural disasters (floods, earthquakes, pandemics, epidemics).

• Government actions, regulations, embargoes, or sanctions.

• Internet or telecommunications failures.

• Power outages.

• Acts of war, terrorism, civil unrest, or strikes.

• Platform outages (e.g., Zoom, Slack, Meta, Google services).

The affected party shall notify the other party promptly and make reasonable efforts to mitigate the impact of the force majeure event. If a force majeure event continues for more than 60 consecutive days, either party may terminate the engagement by written notice.

15. DISPUTE RESOLUTION

All disputes arising out of or in connection with these Terms shall be resolved in accordance with the dispute resolution process outlined in our Refund & Cancellation Policy (Section 9), which is incorporated herein by reference.

Summary of the process:

• Step 1 — Internal Resolution: A formal resolution call with the Company's founder within 7 business days.

• Step 2 — Mediation: If internal resolution fails, mediation before a mutually agreed-upon mediator (costs shared equally).

• Step 3 — Jurisdiction: Courts in Jaipur, Rajasthan, India have exclusive jurisdiction.

The Client agrees not to initiate any public legal or reputational action (including social media posts, reviews, or public statements) until the internal resolution and mediation steps have been completed in good faith.

16. DEFAMATION & PUBLIC STATEMENTS

16.1 — We value honest feedback. Constructive criticism shared directly with us (via email, Slack, or a resolution call) is always welcome and helps us improve.

16.2 — However, there is a critical distinction between feedback and defamation.

If the Client makes public statements (on any platform including but not limited to LinkedIn, Instagram, Twitter/X, YouTube, Google Reviews, Reddit, Quora, Glassdoor, or any other public or semi-public forum) that contain factually inaccurate, misleading, or defamatory claims about the Company, its founders, or its team members, the Company reserves the right to:

• Publicly respond with documented evidence — including call recordings, Slack logs, signed agreements, and Deliverable records.

• Issue a formal legal notice demanding retraction and correction.

• Pursue all available legal remedies under applicable Indian law, including but not limited to claims under Section 499 and 500 of the Indian Penal Code (criminal defamation), the Information Technology Act, 2000 (Section 66A and related provisions), and the Consumer Protection Act, 2019.

• Seek compensatory and punitive damages for harm caused to the Company's reputation.

16.3 — For clarity: Sharing your honest experience — including criticism — is not defamation. Making factually false claims that damage the Company's reputation IS defamation. We will always attempt internal resolution first, but we will protect our team and our brand.

17. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts in Jaipur, Rajasthan, India.

18. SEVERABILITY

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original.

19. ENTIRE AGREEMENT

These Terms, together with the Service Agreement, Refund & Cancellation Policy, and Privacy Policy, constitute the entire agreement between the Client and the Company with respect to the subject matter hereof. They supersede all prior and contemporaneous agreements, representations, warranties, and understandings — whether written, oral, or implied.

No modification of these Terms shall be effective unless made in writing and signed by both parties.

20. WAIVER

The failure of the Company to enforce any provision of these Terms shall not constitute a waiver of the Company's right to enforce that provision or any other provision in the future. A waiver of any breach shall not constitute a waiver of any subsequent breach.

21. ASSIGNMENT

The Client may not assign or transfer their rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations to a successor entity in the event of a merger, acquisition, or reorganization, provided that the successor agrees to honor these Terms.

22. NOTICES

All formal notices under these Terms shall be in writing and delivered via email to:

• To the Company: [email protected]

• To the Client: The email address provided during onboarding or as updated in writing.

Notices are deemed received on the date of delivery (for email, when sent to the correct address and not returned as undeliverable).

23. UPDATES TO THESE TERMS

We may update these Terms from time to time to reflect changes in our practices, services, or applicable laws. When we make material changes:

• The "Last Updated" date at the top will be revised.

• Active clients will be notified via email or Slack of any significant changes.

• Continued use of our Services after notification constitutes acceptance of the updated Terms.

For new clients, the most current version of these Terms (as published on our website) applies at the time of engagement.

24. CLIENT ACKNOWLEDGMENT

By proceeding with payment and/or signing the Service Agreement, you confirm and acknowledge:

• I have read and understood these Terms & Conditions in their entirety.

• I have also read and understood the Refund & Cancellation Policy and Privacy Policy.

• I agree to be bound by these Terms for the duration of my engagement and beyond, where applicable (e.g., confidentiality, intellectual property, and indemnification obligations).

• I understand that the Company provides custom consulting services with no guarantees of specific business results.

• I understand my obligations as a Client and accept that my active participation is critical to the success of this engagement.

• I agree to the dispute resolution process and will not initiate public action before completing internal resolution and mediation.

Questions about these Terms? Email: [email protected]