Terms and Conditions — ClickVSG

Last updated: 2025

Company: VSG Group LLC (“ClickVSG,” “we,” “us,” “our”) — Cleveland, Ohio

Please read these Terms carefully. By accessing our website, booking a call, signing a proposal, or using our services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use our site or services.

1) Scope and Agreement

These Terms govern your use of clickvsg.com, related subdomains, content, downloads, and any services, consultations, projects, automations, websites, or software we provide (collectively, the “Services”). If you enter a signed proposal, statement of work (SOW), order form, or data processing addendum (DPA), those documents supplement these Terms. If there is a conflict, the order of precedence is: Order Form/SOW → DPA → these Terms → Privacy Policy.

2) Changes to Terms

We may update these Terms from time to time. Changes apply when posted with a new “Last updated” date. Continued use after changes means you accept the revised Terms.

3) Eligibility; Accounts

You must be at least 18 and have authority to bind the business you represent. You are responsible for account credentials, permissions, and activities occurring under your access.

4) Our Services (Summary)

ClickVSG provides strategy, design, implementation, and optimization for:

AI chatbots/voicebots and knowledge bases

“Smart” websites (speed, Core Web Vitals, CRO, schema)

AI automation & workflow automation (CRM, SMS/email, telephony)

Lead generation (Local SEO, paid media landing pages, tracking)

Reputation management (review requests, monitoring, response)

Google Business Profile optimization

We frequently integrate with third-party platforms (e.g., CRMs, calendars, telephony/SMS, analytics, hosting, page builders, GoHighLevel, Google, Meta, call tracking). Those platforms have their own terms and privacy practices.

5) Proposals, SOWs, and Change Requests

Project scope, deliverables, timelines, and fees are defined in a proposal/SOW. Work outside scope requires a written change order and may affect price and schedule.

6) Client Responsibilities

You agree to:

Provide timely access to assets, accounts, logos, brand guides, product info, and subject-matter experts.

Maintain accurate, lawful content; obtain rights to use all materials you supply.

Secure lawful consent for messaging/recording and comply with applicable laws (see §17, §18).

Review and approve deliverables within requested timeframes (inactivity may pause timelines).

Back up your own data and systems; our Services are not an archival service (§22).

7) Acceptable Use

You will not use the site or Services to:

Violate laws or rights (IP, privacy, publicity, export, sanctions).

Send unlawful spam, deceptive or harassing messages, or harmful code.

Upload illegal, infringing, hateful, or obscene content.

Attempt to bypass security, misuse APIs, or overload systems.

Process highly sensitive data unless expressly agreed in a DPA (e.g., protected health info).

We may suspend Services for violations and will notify you when practicable.

8) AI/Automation Specific Disclosures

AI output can be imperfect. Large language models may produce inaccurate or incomplete content. You must review and approve AI outputs before sending to customers or publishing.

Qualification/routing. Automated decisions (e.g., lead scoring, routing) are rules-based and/or AI-assisted and may require human review.

Training data. We configure guardrails and retention to protect your data. If you opt into vendor model training, you authorize such use per vendor terms.

9) Website & SEO Disclosures

We follow best practices for speed, UX, and SEO, but rankings and traffic are not guaranteed due to factors outside our control (competition, algorithms, budgets, market changes).

We implement structured data where appropriate; rich results and AI/voice inclusion are not guaranteed.

10) Third-Party Services

Our Services may rely on third-party platforms. We are not responsible for their outages, changes, or data handling. Your use of those platforms is governed by their terms, which you are responsible for accepting and maintaining (including billing).

11) Fees, Invoicing, and Taxes

Fees. As stated in your proposal/SOW/order form (fixed, milestone, hourly, or subscription).

Billing. Unless stated otherwise: invoices are due Net 10 from the invoice date; retainers/subscriptions bill in advance.

Late amounts. Overdue balances may accrue 1.5% per month (or the legal maximum), plus collection costs and reasonable attorneys’ fees. We may suspend work for non-payment.

Expenses. Pre-approved out-of-pocket costs (e.g., stock, licenses, travel) are billable.

Taxes. Fees exclude taxes; you’re responsible for applicable sales/VAT or to provide exemption documentation.

12) Refunds & Cancellations

Due to the customized nature of our Services, fees are non-refundable once work begins or a subscription cycle starts, unless otherwise required by law or specifically stated in writing. Pre-paid months are not prorated upon cancellation.

13) Scheduling; Rescheduling

Strategy calls and workshops may be rescheduled with at least 24 hours notice. No-shows may be forfeited or billed at the applicable rate.

14) Confidentiality

Each party may access the other’s non-public information (“Confidential Information”). The receiving party will use it only to perform under these Terms and protect it with reasonable safeguards. Exclusions include information that is public, independently developed, or lawfully received from a third party. We may disclose where required by law, with notice where legally permitted.

15) Data Protection; DPA

We process personal data per our Privacy Policy. If we process your customer data as a processor, a Data Processing Addendum (with SCCs as applicable) is available upon request and will govern those activities.

16) Intellectual Property; Deliverables

Your Content. You retain ownership of content and data you supply. You grant us a non-exclusive license to use it to perform the Services.

Our Pre-Existing IP & Tools. We retain ownership of our methodologies, templates, code libraries, and know-how. We grant you a non-exclusive, non-transferable license to use them as integrated into your deliverables.

Project Deliverables. Upon full payment, you receive a perpetual, worldwide license (or ownership if expressly stated in your SOW) to use final deliverables for your business. Third-party assets (fonts, stock, software) are subject to their own licenses.

Feedback. You grant us a royalty-free license to use feedback to improve our Services.

17) Messaging, Call Recording, and Consent (TCPA/CTIA/CAN-SPAM)

If we help you send SMS, email, or place/record calls:

You must obtain and store valid consent and provide required disclosures; honor opt-outs (STOP/UNSUBSCRIBE) and quiet hours where applicable.

You are responsible for message content, compliance, subscriber list hygiene, and sender reputation.

If call recording is enabled, you are responsible for two-party consent where required.

We can provide templates and configuration guidance, but you are the sender of record.

18) Compliance; Industry Rules

You are responsible for your compliance with laws and industry codes (privacy, consumer protection, accessibility, advertising, health/finance sector rules). We do not provide legal advice.

19) Publicity

Unless you object in writing, you grant us permission to use your name, logo, and non-confidential project descriptions in portfolios, case studies, and client lists. We will follow your brand guidelines when provided.

20) Warranties; Disclaimers

We warrant we will provide the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, including merchantability, fitness for a particular purpose, non-infringement, uptime, accuracy of AI outputs, rankings, or specific business results.

21) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY’S TOTAL LIABILITY ARISING FROM OR RELATED TO THE SERVICES IS LIMITED TO THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to your payment obligations, misuse of the other party’s IP, or indemnities for third-party claims (to the extent such limits are prohibited by law).

22) Data Backups; Business Continuity

We maintain reasonable backups for our systems, but you are responsible for backing up your own data, web content, and platform configurations. We are not responsible for data loss caused by third-party platforms or your internal changes.

23) Indemnification

You agree to indemnify and hold ClickVSG harmless from third-party claims, damages, and costs (including reasonable attorneys’ fees) arising from: (a) your content, data, or products; (b) your use of the Services in violation of these Terms or law; (c) messaging/call practices without proper consent; or (d) your platform configurations. We will promptly notify you of claims and cooperate in the defense.

24) Suspension; Termination

Either party may terminate a project or subscription for material breach if not cured within 10 days of written notice. We may suspend Services for non-payment, abuse, or security risk. Upon termination, you will pay for work performed and committed costs through the termination date. Sections intended to survive (e.g., fees due, confidentiality, IP, disclaimers, limits, indemnities, governing law) will survive.

25) Independent Contractor

We are an independent contractor. These Terms do not create a partnership, joint venture, franchise, or employment relationship. You agree not to represent otherwise.

26) Non-Solicitation (optional)

During a project and for 6 months after, you agree not to solicit for employment any ClickVSG employee or contractor directly involved in your project, without our written consent (does not restrict general job postings).

27) Export; Anti-Corruption; Sanctions

You will not use the Services in violation of export controls, anti-bribery laws, or applicable sanctions. You represent that neither you nor your beneficial owners are on any restricted list.

28) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, labor disputes, internet outages, platform-wide incidents, war, government actions).

29) Notices

Legal notices must be sent by email (receipt confirmed) or certified mail to the addresses below:

Click VSG LLC — [email protected] (email)

You — the email and address provided in your order or account

30) Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law rules.

Informal resolution. Before filing a claim, the parties will attempt to resolve disputes in good faith within 30 days.

Arbitration; venue. Except for small claims or injunctive relief, disputes will be resolved by binding arbitration administered by JAMS in Cuyahoga County, Ohio, in English, by a single arbitrator. Class actions are waived. Either party may seek injunctive relief in the state or federal courts in Cuyahoga County, Ohio; you consent to that jurisdiction.

31) DMCA / IP Complaints

If you believe content on our site infringes your copyright, email [email protected] with: (a) your contact, (b) the work claimed infringed, (c) the location/URL of the material, and (d) a statement under penalty of perjury that you are authorized to act. We may remove or disable access to the material while we investigate.

32) Entire Agreement; Assignment; Severability

These Terms, together with any signed proposal/SOW, DPA, and Privacy Policy, are the entire agreement. You may not assign without our consent (except to a successor in interest); we may assign to an affiliate or in connection with a merger or sale. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.

33) E-Sign Consent

You agree that signatures, approvals, and acceptances may be provided electronically (including click-acceptance, typed names, and e-sign tools) and are legally binding.

Contact

VSG Group LLC
Cleveland, Ohio, USA
[email protected]