Terms and Conditions

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1. Agreement & Parties

Through our expertise in social media marketing, we help businesses create stronger connections, inspire loyalty, and generate results. Every strategy is tailored to your brand, ensuring long-term success and consistent digital growth.

2. Services

The Agency will provide social media strategy, content creation, creative design, community management, paid advertising, analytics/reporting, and other digital marketing services as described in the SOW. The Agency will perform services with reasonable skill and care in accordance with industry standards and the agreed SOW.

3. Client Obligations

The Client shall:

Provide full, accurate and timely information, branding assets, access to social accounts, content approvals, and any materials required to perform the services.
Ensure that any materials provided (images, text, trademarks, login credentials) do not infringe third-party rights or violate applicable laws.
Promptly review and approve (or request changes to) deliverables within agreed timeframes.
Pay fees and reimburse approved third-party costs as set out in the SOW.

Delays caused by the Client (late approvals, missing assets, withheld access) may delay delivery; the Agency is not liable for such delays.

4. Fees, Invoicing & Payment

Fees are as set out in the Proposal/SOW. Unless otherwise stated, invoices are payable within 30 days of invoice date.
Payment Methods: the Agency accepts payment methods listed in the Proposal/SOW (bank transfer, card, etc.). Client is responsible for any bank fees or taxes applicable to payments.
Late Payments: unpaid amounts past due may incur interest at the lesser of 1.5% per month (18% APR) or the maximum permitted by applicable law, and the Agency may suspend services until payment is made.
Additional Work & Change Orders: work outside the agreed scope will be invoiced separately at the Agency’s standard hourly rate or according to a mutually agreed change order.
Taxes: Client is responsible for all sales, VAT/GST, withholding, or other taxes, unless a valid exemption is provided.

5. Retainer / Subscription Terms (if applicable)

Billing & Term: For retainer or subscription engagements, the Client will be billed in advance for the agreed period (monthly, quarterly, or annually). Terms and renewal cycles are set in the SOW.
Auto-Renewal: Unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term, the retainer/subscription will automatically renew for the same term at the then-current fees.
Cancellation & Notice: Client may cancel by providing 30 days written notice, effective at the end of the current billing period unless a different cancellation term is set in the SOW. The Agency may suspend or terminate services for non-payment per the Termination clause.
Refunds & Prepaid Fees: Fees paid in advance are non-refundable except where required by law or where the parties agree to a pro-rata refund. For prepaid longer-term retainers (e.g., annual) cancelled mid-term, the Agency will, at its discretion or where required by law, issue a pro-rata refund after deducting work performed and non-reimbursable costs.

6. Intellectual Property

Client Materials: Client retains ownership of materials it supplies to the Agency. The Client grants the Agency a non-exclusive, revocable license to use those materials as necessary to provide services.
Agency Materials & Pre-Existing IP: The Agency retains ownership of any pre-existing tools, templates, methodologies, software, or materials used to deliver services. These remain the Agency’s exclusive property.
Deliverables/Work Product: Upon full payment of fees due, the Agency grants the Client a non-exclusive, worldwide license to use the final deliverables for the agreed purpose(s). Unless explicitly assigned in writing, the Agency retains ownership of drafts, working files, and Agency IP embedded in deliverables.
Third-Party Materials & Platforms: Use of third-party materials (stock images, fonts, platform tools) is subject to third-party license terms. Campaigns run via third-party platforms (e.g., social networks, ad platforms) remain subject to those platforms’ terms and policies.

7. Confidentiality

Each party will keep confidential information received from the other and use it only to perform obligations under these Terms. Confidential information does not include information that is public, independently developed, or rightfully received from a third party. Confidentiality obligations survive termination for two (2) years (or longer if required by law or SOW).

8. Data & Account Access

The Client authorizes the Agency to access, manage, and post on the Client’s social media accounts where necessary to perform services.
The Client is responsible for maintaining accurate account credentials and for compliance with third-party platform policies. The Agency may request delegated access (e.g., Business Manager, account roles); the Client remains responsible for platform-level decisions and compliance.

9. Warranties & Disclaimers

The Agency warrants that it will perform services with reasonable care and skill.
Except as expressly stated, the Agency makes no guarantees about specific results (such as follower counts, revenue, lead volume, or ROI). Results depend on many factors outside the Agency’s control (platform changes, market conditions, creative performance).
Except as expressly provided, services are provided “as is” and the Agency disclaims all other warranties, express or implied.

10. Limitation of Liability

To the maximum extent permitted by applicable law, the Agency’s total aggregate liability for claims arising from or related to these Terms shall not exceed the total fees paid by the Client to the Agency under the applicable SOW in the 12 months preceding the event giving rise to the claim. The Agency will not be liable for indirect, special, incidental, consequential, or punitive damages (including lost profits, lost data, or business interruption), even if advised of the possibility of such damages.

11. Indemnification

The Client will indemnify, defend and hold harmless the Agency and its officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from: (a) Client-provided materials that infringe third-party rights or violate law; (b) Client’s breach of these Terms; or (c) Client’s negligence or willful misconduct.

12. Termination

For Cause: Either party may terminate the SOW for material breach if the breach is not remedied within 30 days of written notice.
For Convenience: Where the SOW permits, either party may terminate for convenience subject to any notice or payment terms stated in the SOW.
On Termination: Client will pay for services and expenses incurred up to the termination date. The Agency will deliver work completed up to termination and may retain copies of work product for recordkeeping and portfolio purposes unless the Client has opted out in writing. Any licenses granted prior to termination survive only as specified in the SOW.

13. Force Majeure

Neither party will be liable for delays or failures in performance caused by events beyond reasonable control (e.g., natural disasters, acts of government, strikes, internet or platform outages). The affected party will notify the other and use reasonable efforts to resume performance.

14. Publicity & Portfolio — Portfolio & Case Study Opt-Out

Unless the Client instructs otherwise in the SOW or via written notice, the Agency may use completed work in its portfolio and marketing materials (including anonymized performance summaries).

Opt-Out: The Client may opt out of public portfolio use by specifying this in the SOW or by sending written notice to support@fortunemediamarketing.com. Upon receipt of an opt-out request, the Agency will (a) refrain from future public use of the Client’s name, logos, or campaign creative, and (b) remove existing non-confidential materials from public-facing portfolios within a reasonable period (typically 30 days). The Agency may retain anonymized performance data for internal reporting unless otherwise agreed.

15. Amendments

These Terms may be amended only by written agreement signed by both parties. The Agency may update its standard Terms for future engagements with reasonable notice; existing SOWs remain governed by the Terms in effect when signed unless the parties agree otherwise.

16. Governing Law & Dispute Resolution

Governing Law: The governing law will be as specified in the applicable SOW. If no governing law is specified, the parties shall first attempt to resolve disputes by good-faith negotiation.
Dispute Resolution: If negotiation fails, the parties agree to attempt mediation or arbitration in a mutually agreed neutral forum. If arbitration is chosen, it will be conducted under the rules of a recognized arbitration institution agreed by the parties and the award will be final and binding. Either party may seek urgent injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information without waiving the foregoing dispute resolution steps.

17. Severability

If any provision of these Terms is held invalid or unenforceable, the remainder of the Terms will remain in full force and effect.

18. Entire Agreement

These Terms, together with any Proposal, SOW, and other documents referenced, constitute the entire agreement between the parties and supersede prior proposals, representations, or understandings.

19. Notices

All notices must be in writing and sent to support@fortunemediamarketing.com or to addresses set out in the applicable Proposal/SOW. Notices are effective when received.

20. Contact

For questions about these Terms, please contact: support@fortunemediamarketing.com

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