Applicability
These Terms and Conditions ("Terms") apply to all services provided by The Social Message ("we," "our," or "us") to any client ("Client") unless otherwise agreed in writing. These Terms supplement any proposal provided to the Client and form a legally binding agreement upon acceptance of our services. By engaging with The Social Message, the Client agrees to these Terms.Deviations from these Terms are only valid if expressly agreed upon in writing by both parties.
Definitions
Show-Up: A "Show-Up" is defined as a potential customer appearing in person or virtually for an appointment or consultation with the Client’s business.
Services: Services include but are not limited to marketing strategy development, offer creation, paid advertisement management, and lead generation support provided by The Social Message.
Fixed Fee: The initial setup fee, as outlined in the proposal, due upon signing the agreement.
Commission: A percentage-based fee tied to each "Show-Up," as defined in the proposal.
Third Party Platforms: Any external services or platforms utilized in the provision of services, such as Meta, Google Ads, and TikTok Ads.
Service Execution
The Social Message commits to executing the agreed-upon services professionally and to the best of its ability. However, no guarantees of specific results, such as revenue growth or customer acquisition, are provided unless explicitly stated in writing.The Client must provide accurate and complete information necessary for the execution of services.The Social Message reserves the right to modify service execution methods to ensure efficiency and effectiveness. Any significant changes will be communicated to the Client in advance.The Client is responsible for accurately reporting the number of "Show-Ups" and any other data that can be deemed reasonable in order for The Social Message to provide their services. Any discrepancies or misrepresentations will constitute a material breach of these Terms.The Social Message is not liable for delays or disruptions caused by third-party platforms, including but not limited to account restrictions, suspensions, or changes in platform policies.
Payment
The Client agrees to pay the Fixed Fee and/or Commission as outlined in the proposal.Invoices for commissions will be issued monthly based on reported "Show-Ups" or other metrics as explicitly stated in the proposal. Payment is due within 14 days of the invoice date.The Fixed Fee is non-refundable and payable upon acceptance of the proposal.Late payments will incur statutory interest and may result in suspension of services until full payment is made.Any additional costs incurred during the delivery of services (e.g., third-party fees) will be invoiced separately and must be paid within the same payment term.The Client is required to notify The Social Message of any invoice disputes within 7 days of receipt. Failure to do so constitutes acceptance of the invoice.
Intellectual Property
All intellectual property rights arising from the services remain the property of The Social Message unless otherwise agreed upon in writing.The Client is granted a non-exclusive, non-transferable license to use materials provided by The Social Message for the duration of the agreement.Unauthorized use, reproduction, or distribution of materials provided by The Social Message is prohibited. Breach of this clause may result in legal action and immediate termination of services.
Limitation of Liability
The Social Message is not liable for indirect, incidental, or consequential damages, including loss of revenue, profit, or reputation, resulting from the use or inability to use the provided services.Liability is limited to the total amount paid by the Client to The Social Message during the six months preceding the claim.The Social Message is not liable for errors caused by incorrect or incomplete information provided by the Client.The Social Message is not liable for any issues arising from third-party platforms, such as restrictions, account bans, or limitations imposed by Meta, Google Ads, TikTok Ads, or similar services.Any claim against The Social Message must be submitted in writing within one year of the occurrence of the event giving rise to the claim.
Termination
Either party may terminate the agreement with 30 days' written notice.Termination by the Client before completion of agreed services does not entitle the Client to a refund of the Fixed Fee.In the event of termination, all outstanding payments, including commissions, become immediately due.The Social Message reserves the right to terminate the agreement immediately in the event of:Non-payment by the Client;Material breach of these Terms by the Client;Legal or regulatory issues preventing service delivery.
Confidentiality
Both parties agree to keep all information related to the services confidential unless disclosure is required by law.The Social Message may use anonymized and aggregated data for promotional purposes.The Client agrees not to disclose any proprietary information about The Social Message, including pricing structures, methodologies, or strategies, without prior written consent.
Dispute Resolution
These Terms and any disputes arising from them are governed by Dutch law.Any disputes will be submitted exclusively to the competent court in Noord-Nederland, unless otherwise agreed in writing.
Final Provisions
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.The Social Message reserves the right to update these Terms at any time. Clients will be notified of any significant changes.The Client acknowledges that they have read, understood, and agree to these Terms before engaging The Social Message.