Legal Information
1. Scope of Services
1.1 Services. SCA provides creative, design, growth, media buying, social media management, content production, branding, UX/UI, motion graphics, influencer coordination, PR and related advisory services (“Services”). Specific deliverables, milestones, timelines and fees will be set out in each SOW.
1.2 Deliverables. Deliverables may include creative concepts, static/dynamic assets, videos, copy, ad creatives, social posts, editorial calendars, analytics reports, audience research, landing pages, and source files. SCA will provide Deliverables consistent with the SOW and accepted formats.
1.3 Third-party services. Where Services require third-party platforms, tools, plugins, media placements or licensed assets (ad spend, stock media, paid plugins, platform fees, influencer fees), these are excluded from the Agency fee unless expressly stated. Client shall pay third-party costs directly or reimburse Agency on invoiced proof.
2. Proposals, Changes & Acceptance
2.1 Proposal validity. Proposals and Estimates expire on the date specified or, if none, 30 days from issue.
2.2 Change requests. Any change outside the agreed SOW (scope, specs, assets, timelines) is a Change Request. SCA will estimate time/cost impact; work will only proceed after Client approval in writing (email or project tool).
2.3 Approvals & timelines. Client must provide timely feedback and approvals as specified in the SOW. Unless otherwise stated, Client approval within 5 business days is required; delayed approvals may shift timelines and incur additional charges.
3. Fees, Invoicing & Payment
3.1 Fees. Fees are set in the SOW. Unless stated otherwise, fees are exclusive of VAT and applicable taxes.
3.2 Payment terms. Agency will invoice as set out in the SOW (monthly, milestone, or upfront). Unless otherwise agreed, invoices are due within 7 days of receipt.
3.3 Late payments. Overdue amounts accrue interest at 8% per month or the maximum lawful rate, whichever is lower. SCA may suspend Services for overdue invoices without liability for resulting delays.
3.4 Retainers & prepayments. Retainers are credited against agreed work. Unused retainer balances at termination will be returned less any outstanding fees.
3.5 Ad spend & third-party costs. All media/ad spends, influencer fees and third-party purchases require Client pre-approval. Agency may require prepayment or direct access to Client billing. Agency is not responsible for platform policy actions affecting paid campaigns.
3.6 Additional fees for prolonged projects. If Services extend beyond a period stated in the SOW (commonly three months), SCA may adjust pricing to reflect administration and resource allocation. Any such increase will be notified and require Client approval.
4. Client Responsibilities & Cooperation
4.1 Client inputs. Client must supply timely: brand assets, logos, access to accounts (social, ad manager, analytics), legal review, approvals, product information and other materials required.
4.2 Account access. Client must provide SCA appropriate permissions (ad manager, page admin, analytics) when requested. SCA will not be liable for performance losses stemming from lack of access or misconfigured accounts.
4.3 Single point of contact. Client will designate an authorized representative with decision-making authority for approvals and sign-offs.
4.4 Response times. If Client fails to respond/approve within 5 business days of a formal request, Agency may suspend work and invoice for work completed to date. Extended non-response can lead to additional charges or termination for convenience.
5. Project Management & Communication
5.1 Tools. All core project communications, tasking, revisions and approvals will be documented in the agreed project management tool. Emergency communications (SMS/WhatsApp) are permitted only for outages or critical issues and are not a substitute for documented requests.
5.2 Estimates & overrun. For out-of-scope tasks, Agency will provide a time estimate which must be approved via the project tool before work begins. Estimates may include a 25% acceptable variance; overruns beyond that require re-approval.
5.3 Working hours. Agency is not required to work weekends, local public holidays or outside agreed hours. Urgent weekend/after-hours work may be arranged for additional fees.
6. Personnel & Non-Solicitation
6.1 Independent contractor. Agency and its personnel act as independent contractors. Nothing creates an employment relationship between Client and Agency staff.
6.2 Agency personnel. Agency retains sole discretion over personnel assignment. Client agrees not to solicit or hire Agency employees, contractors or collaborators directly for the duration of the engagement and for 12 months after termination. Breach will result in liquidated damages equal to EUR 35,000 or the equivalent, plus recoverable recruitment costs.
7. Intellectual Property & Rights
7.1 Definitions.
Client Materials: assets provided by Client (logos, images, copy).
Type A Deliverables: deliverables created specifically for Client and commissioned under the SOW (custom designs, code, campaign copy).
Type B Deliverables: Agency proprietary materials, templates, frameworks, tools, methodologies or third-party licensed items.
7.2 Ownership.
Upon full payment of all fees due under the SOW, Client receives exclusive ownership of Type A Deliverables and a perpetual, worldwide license to use them for the Client’s business as described in the SOW.
Type B Deliverables remain Agency property. Agency grants Client a non-exclusive, non-transferable license to use Type B Deliverables only as necessary to operate the delivered solution unless otherwise licensed in writing.
7.3 Moral rights and attribution. Agency retains moral rights where applicable but will waive attribution upon Client request unless otherwise agreed.
7.4 Third-party rights. Client warrants it owns or has licensed all Client Materials. Client indemnifies Agency against third-party claims arising from Client Materials.
7.5 Source files. Delivery of source files (layered PSDs, source AI, raw footage, source code) is subject to the SOW and may carry an additional fee.
8. Content, Social & Media Specific Terms
8.1 Content approvals. All social copy, creative concepts and paid ad creatives require Client approval before publication. Once approved, subsequent liability for content rests with Client.
8.2 Community management. Agency can provide community management; response SLAs must be agreed in SOW. Agency is not responsible for user-generated content or legal issues arising from public comments.
8.3 Platform policies. Campaigns and content conform to platform policies (Meta, X, TikTok, YouTube, LinkedIn). Agency cannot guarantee platform acceptance; Client bears costs of disapproved or removed content.
8.4 Influencers & partnerships. Agency may coordinate influencer engagements but an agreement between Client and influencer is required. Client is responsible for influencer payments, disclosure, and contractual terms, unless Agency is contracted to manage payments.
8.5 Paid media performance. Agency will implement campaigns using best practices but does not guarantee specific outcomes (sales, followers, CTR, ROAS). Any performance targets are estimates unless a separate performance-based agreement is executed.
8.6 Reporting & analytics. Agency will provide regular reports. Client must provide necessary access. Data interpretations are advisory; Client is responsible for business decisions based on reports.
9. Warranties & Representations
9.1 Authority. Each party warrants it has authority to enter into this Agreement.
9.2 Limited warranty. Agency warrants that Deliverables delivered conform materially to the SOW for 30 days from delivery. Agency will remedy material defects at its option by correction or rework. This warranty is void if Deliverables are modified by Client or third parties without Agency consent.
9.3 No guarantees. Except as set out above, Agency provides Services “as is” and does not guarantee specific business outcomes, platform acceptance, or uninterrupted availability.
10. Indemnity & Liability
10.1 Indemnity. Client indemnifies Agency against claims, losses or damages arising from Client Materials, Client’s breach, unlawful use of Deliverables, or any content the Client instructs Agency to publish.
10.2 Limitation of liability. Except for willful misconduct or gross negligence, each party’s aggregate liability for any claim shall not exceed the total fees paid by Client to Agency under the relevant SOW in the preceding 12 months. Neither party is liable for indirect, incidental, special, consequential or punitive damages (including lost profits, business interruption or reputational loss).
11. Confidentiality & Data Protection
11.1 Confidential information. Each party will keep confidential all non-public information marked or reasonably considered confidential and will not use it except to perform obligations under this Agreement.
11.2 Exceptions. Confidentiality does not apply to information that is public, rightfully obtained from a third party, independently developed, or required to be disclosed by law.
11.3 Data protection. Where Services involve personal data, parties will comply with applicable data protection laws. Client is the data controller for client/customer data; Agency is a data processor when processing on Client’s behalf. The parties will sign a data processing addendum where required.
11.4 Return or destruction. On termination, each party will return or destroy Confidential Information of the other, except one archival copy for legal/compliance record-keeping.
12. Publicity & Case Studies
12.1 Agency case studies. Agency may publicly reference and summarize the work performed, subject to not disclosing confidential trade secrets or proprietary data, unless the Client objects in writing.
12.2 Client approvals. If Client requires prior approval for any specific case study or testimonial, this must be agreed in writing.
13. Term, Termination & Effects
13.1 Term. This Agreement is effective from the date of the first SOW and continues until terminated as provided herein.
13.2 Termination for convenience. Either party may terminate any SOW on 30 days' written notice. Client will pay for Services performed and costs incurred up to termination date and reasonable wind-down costs.
13.3 Termination for cause. Either party may terminate immediately for material breach if the breach is not remedied within 21 calendar days of written notice. Failure to pay when due permits immediate suspension and eventual termination.
13.4 Effects. On termination Client will pay outstanding fees. Agency will deliver completed work and return Client Materials subject to payment of all amounts due.
14. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control (force majeure), including acts of government, pandemics, strikes, acts of nature, network outages or platform outages. Affected obligations will be suspended for the duration of the event.
15. Dispute Resolution & Governing Law
15.1 Negotiation. Parties will attempt to resolve disputes via escalation to project leads and then senior officers.
15.2 Governing law & jurisdiction. Unless otherwise agreed in a SOW, the governing law will be the law of the jurisdiction where SCA is registered. Parties may agree to alternative governing law or arbitration in writing.
16. General
16.1 Entire agreement. This Agreement plus SOWs constitute the entire agreement and supersede prior communications.
16.2 Severability. If any provision is held invalid, the remainder remains in force.
16.3 Assignment. Client may not assign this Agreement without Agency’s prior written consent. Agency may assign to an affiliate or in connection with a sale of business.
16.4 Notices. Notices must be in writing and delivered to addresses in the SOW or agreed contacts.
16.5 Waiver. Failure to enforce a right is not waiver of that right.
17. Definitions
Defined terms used above have the meanings set out in the Agreement and SOW. Additional specific definitions may appear in individual SOWs.
Execution
By commissioning Services, Client acknowledges it has read, understands and accepts these Terms & Conditions and any referenced SOWs. Specific SOWs will set project scope, timelines, fees and any deviations from these Terms.