Terms and conditions

1. About these terms

SocialXpresso is a sole proprietorship providing marketing and communications services to business clients, including companies and sole proprietors, across Canada and the United States.

In these terms, “we,” “us,” and “our” mean SocialXpresso. “You” and “Client” mean the business engaging us.

Your signed Client Services Agreement, completed Schedule A, and signed amendments govern your engagement. These general service terms explain our approach; they do not independently expand your package, add charges, or override your signed terms. Visiting our website or reading these terms does not create a paid engagement.

Existing signed agreements remain in effect unless the parties expressly agree to replace or amend them. A separate signed NDA may protect pre-engagement disclosures, subject to its transition provisions.

2. Services and your package

Depending on the services expressly included in Schedule A, we may provide:

• Social media strategy and content planning.
• Copywriting, graphics, carousels, short-form video, and other content production.
• Scheduling, publishing, and community management.
• Paid social advertising management.
• Influencer coordination, public relations, and media outreach.
• Analytics, reporting, and agreed review meetings.
• Other specifically described services.

This is a service menu, not a promise that every item is included. Schedule A defines your platforms, deliverables, quantities, limits, responsibilities, deadlines, and fees. Only services expressly included there form part of your package.

Unless expressly included, services exclude advertising spend, influencer compensation, third-party subscriptions and licences, on-location photography or video production, website work, direct sales or customer service, legal advice, and after-hours monitoring or crisis management.

We will perform the agreed services with reasonable skill, care, and diligence. We may recommend changes based on performance, platform developments, or your goals, but material scope, price, and timing changes require written agreement.

3. Month-to-month service and availability

Standard ongoing services are month to month, with no minimum multi-month commitment. Either party may end them on 30 calendar days’ written notice. Advance payment and the agreed service obligations continue through the effective termination date, subject to the agreement’s pause provisions.

An exceptional fixed term applies only if the affected services, dates, minimum commitment, and early termination obligations are expressly set out in a signed Schedule A. Standalone projects have their own agreed scope, payment milestones, completion criteria, and cancellation terms. A project timeline does not create a minimum term for unrelated ongoing services.

A recommendation to allow several months for testing and performance assessment is a planning recommendation—not a contractual lock-in.

Standard business hours are Monday to Friday, 9:00 a.m.–5:00 p.m., Pacific Time, excluding statutory holidays observed in British Columbia. After-hours services require express written agreement.

4. Client inputs and delays

You are responsible for supplying the assets, information, account access, and approvals identified in Schedule A by the agreed deadlines. You will appoint an authorized approver and backup contact, provide consolidated feedback, and notify us of relevant business, brand, offer, or regulatory changes.

You must have the necessary rights and consents for materials, testimonials, likenesses, and personal information you provide. You retain ownership and administrative control of your accounts and payment methods.

If missing inputs prevent delivery, we will explain the impact and propose a revised schedule or, where practical and mutually agreed, substitute work within scope. We cannot complete dependent work without the required inputs and are not required to compress delayed work into the remaining service month.

Deliverables affected by Client delays may be rescheduled within 30 calendar days after their original delivery date, subject to timely receipt of inputs and reasonable production capacity. If that is not practical or inputs remain missing, we will agree a written reset covering scope, timing, unused deliverables, and any fee adjustment. There is no automatic indefinite rollover or automatic forfeiture. Additional fees require advance written approval. This policy does not excuse delays caused by SocialXpresso.

5. Approvals and revisions

Schedule A lets you select one of two approaches:

• Approval required: We hold content until you approve it in writing. Silence is not approval.
• Delegated publishing: You authorize publishing without individual post approvals within the strategy, calendar, content categories, and brand guidelines expressly identified in Schedule A.

Approval is required if no option is selected. Under either approach, new offers, pricing claims, sensitive announcements, new advertising campaigns, and material advertising changes require specific written approval unless expressly and specifically pre-authorized. Routine community responses may be authorized within agreed response and escalation guidelines.

Unless Schedule A says otherwise, feedback or approval is due within two business days, and two consolidated revision rounds per deliverable are included within the original brief. Corrections necessary because we did not meet that brief do not count against those rounds.

New concepts, changed briefs, additional deliverables, and substantial post-approval changes may require a written change order. Email or approval in the agreed project-management tool is sufficient for routine approvals.

You review factual claims, pricing, offers, disclosures, and industry-specific requirements. Your approval does not excuse our own breach, negligence, or unauthorized activity.

6. Fees, currency, and payment

Your agreed price and billing currency—CAD or USD—are recorded in Schedule A. Prices are set for the selected currency, not automatically recalculated using exchange rates. Applicable taxes are additional. Fee or billing-currency changes require written agreement, not merely a website update or continued use of services.

• Setup fees: Due upon signing, before onboarding begins.
• Monthly retainers: Collected in advance at the beginning of each service month, before that month’s work begins.
• Other invoices: Payable within 15 days of receipt unless Schedule A says otherwise.
• Credit terms: Net 15, Net 30, or another exception to advance monthly payment applies only if expressly agreed in Schedule A.

You must maintain a valid card through our payment processor and complete its recurring-payment authorization specifying the amount or calculation, currency, and frequency. We provide an invoice or billing notice before charging and a receipt after successful payment. Do not place card details in Notion or send them through ordinary email.

Revoking card authorization does not itself terminate the agreement or remove payment obligations. Alternative payment arrangements require written agreement. Extra work and expenses require prior written approval of scope, price, and timing; there is no standard hourly rate or automatic rush surcharge.

We try to accommodate urgent requests when capacity permits, but rush delivery is not guaranteed and does not establish a continuing priority-service obligation.

Failed payments and work pauses

A failed charge remains due from its original due date. We will notify you promptly and request updated payment information or another agreed payment method. Subject to processor and card-network rules, we retry three calendar days after the first failed attempt and again six calendar days after that first attempt.

If the day-six retry fails and payment remains outstanding, we may pause work and notify you. If retries cannot be processed, we may still pause after six calendar days without payment, following the initial failure notice. A pause is not automatic account cancellation or termination.

Production, publishing, monitoring, and campaign management may stop during a pause. Live advertising does not automatically stop: you remain responsible for platform charges, and we will identify known live campaigns and coordinate any separately authorized campaign pause.

After payment clears, work resumes on a reasonably revised schedule. There is no obligation to compress missed work into the remaining month. Fees and delivery adjustments for the paused period must be agreed in writing before resumption. Earned fees and approved non-cancellable costs remain payable; future undelivered service months do not automatically accumulate as debt.

Undisputed overdue amounts may accrue simple interest at 2% per month, equivalent to 24% per year without compounding, or the maximum lawful rate if lower, as provided in the signed agreement. Promptly identify any disputed amount and the reason; undisputed portions remain payable. No separate automatic failed-payment administration fee or minimum late-payment fee is added by these terms.

7. Advertising, influencers, and platforms

You always pay advertising platforms directly, using your own payment method. Ad spend is separate from our service fees. We may commit spend only within your written budget authorization; budget increases and material objective changes require further written approval.

Influencer fees, usage rights, exclusivity, paid amplification, and disclosure obligations must be documented and approved before commitments are made. We cannot bind you to third-party contracts without express written authority.

Both parties must comply with applicable laws and platform policies. We flag apparent issues within our professional expertise; you obtain legal or industry-specific advice where needed.

Platform outages, policy changes, restrictions, ad rejections, and reporting limitations may affect delivery or results. We will communicate material issues and take reasonable mitigation steps. These dependencies do not excuse our own breach, negligence, or unauthorized activity.

8. Delivery, ownership, and files

Final work is ordinarily delivered by making it available in your designated Notion workspace or another agreed repository and notifying you. You may download available final files; separate email delivery is not required. Schedule A must specify the access and download period after termination.

You retain your existing materials and accounts. You grant us a limited licence to use your materials to perform the services.

After full payment of the fees attributable to a final, approved, custom-created deliverable, we assign our transferable rights in that deliverable to you. Before payment, drafts are for internal review unless we authorize publication in writing.

We retain our pre-existing tools, templates, methods, and general know-how. Where embedded in a paid final deliverable, you receive a perpetual, worldwide, non-exclusive licence to use them as part of that deliverable. Third-party assets remain subject to their own licences and material usage restrictions.

Editable design files, source files, raw footage, working files, and unused concepts are not standard deliverables. Available editable design files may be requested, subject to licensing and removal of unrelated proprietary materials. Any preparation or transfer fee requires an approved quote.

9. AI and subcontractors

We may use AI-assisted tools with human review, but tasks submitted to an LLM must be stripped of Client-identifying information, confidential information, and customer personal information. Any exception requires prior written authorization, appropriate safeguards, and any necessary data-processing terms.

Copyright protection or exclusivity cannot be guaranteed for AI-generated elements. Material AI use and required disclosures will be agreed before publication. We do not promise rights beyond those we can lawfully transfer or license.

We may use qualified subcontractors, including outside Canada, under appropriate confidentiality, security, and intellectual-property obligations. Their tasks will not include Client-identifying information, confidential information, customer personal information, or access to Client accounts. Changes to those restrictions require your prior written authorization and appropriate safeguards. We remain responsible for their work.

10. Portfolio permission

Unless you opt out in Schedule A or later in writing, you permit us to identify your business by name and logo and showcase already-published final work in our portfolio and marketing.

This excludes unpublished work, confidential information, customer personal information, private dashboards, and non-public performance results. It does not authorize an endorsement claim.

After an opt-out, we stop new uses and remove digital displays we control within 10 business days. Previously distributed printed materials need not be recalled.

11. Confidentiality, privacy, and security

Both parties protect non-public information, use it only for the engagement, and restrict disclosure to authorized people and service providers with appropriate confidentiality obligations, subject to the stricter subcontractor and AI restrictions above.

Information lawfully public, previously known, independently developed, or lawfully received from another source is excluded. Legally required disclosure is permitted with advance notice where lawful.

Both parties must comply with applicable privacy laws and use reasonable safeguards. You are responsible for lawful collection and authorization to share personal information; we are responsible for handling it lawfully within our services. Additional processing terms must be agreed before work requiring them begins. These terms do not authorize unrestricted data sharing or secondary use of customer information.

A party discovering unauthorized access to information handled under the agreement must notify the other without undue delay and, where practicable, within 24 hours of discovery, then cooperate on containment and legally required notifications.

Use individual platform permissions, strong passwords, and multi-factor authentication where available. Credentials should be handled securely, not through unprotected documents or ordinary email.

Ordinary confidentiality obligations continue for three years after termination. Trade secrets remain protected while they qualify as trade secrets, and personal information remains protected as required by law. A separate NDA is not required for the confidentiality protections in a signed Client Services Agreement to apply.

12. Results, liability, and third-party claims

We do not guarantee followers, engagement, leads, revenue, media coverage, advertising approvals, or other specific outcomes. Targets are planning goals, not warranties.

Your signed Client Services Agreement governs liability and indemnification. The standard Client Services Agreement provides the following, to the extent permitted by law and subject to any signed amendments:

• Each party’s aggregate liability arising from the agreement is capped at the total service fees paid or payable under the agreement during the six months immediately preceding the event giving rise to the claim.
• Neither party is liable for indirect or consequential losses, including lost profits or business opportunities.
• Those limitations do not apply to fraud, wilful misconduct, gross negligence, confidentiality or privacy breaches, infringement or misappropriation of the other party’s intellectual property, or Client’s obligation to pay agreed fees and approved expenses. Liability that cannot lawfully be excluded remains unaffected.
• Each party indemnifies the other against third-party claims, damages, and reasonable defence costs to the extent caused by its breach of the agreement, negligence, or wilful misconduct. Your obligation includes claims arising from Client-supplied materials or claims, except to the extent caused by SocialXpresso. Our obligation includes infringement by our original work, excluding Client materials, Client-directed modifications, and uses outside agreed rights.

The party seeking indemnity must promptly notify the other, provide reasonable cooperation, and allow control of the defence with qualified counsel. No settlement may admit fault or impose obligations on the protected party without its written consent, not unreasonably withheld.

These terms summarize, but do not expand or replace, the obligations in your signed agreement. Your approval of content does not excuse our own breach, negligence, or unauthorized activity.

13. Ending services and handover

For standard month-to-month services, either party may terminate with 30 calendar days’ written notice. Send formal notices to the notice email in your signed agreement; SocialXpresso’s standard notice email is legal@socialxpresso.com.

Either party may terminate for a material breach remaining uncured 10 business days after written notice describing it. A serious breach that cannot reasonably be cured permits immediate termination by written notice.

At termination:

• You pay for services performed through the effective termination date and approved non-cancellable commitments, without double billing.
• Partial final-month recurring fees are prorated by calendar day unless Schedule A expressly provides a different calculation. Standard month-to-month services carry no early termination penalty.
• Setup fees are earned to the extent work has been performed or approved non-cancellable costs incurred. Unearned prepaid amounts are refunded within 30 days.
• We provide paid final deliverables and a reasonable account-status handover within 10 business days. Additional transition work requires an approved estimate.
• We coordinate removal of our access promptly after handover. Client-controlled accounts and credentials are not withheld because of a payment dispute.
• Confidential information is returned or securely deleted on request, subject to legally required records and protected routine backups retained under normal deletion cycles.

No blanket non-refundable-retainer rule, unlimited transition-support promise, or automatic post-termination file-access period is created by these terms. Your signed Schedule A specifies any additional arrangements.

14. Disruptions and disputes

For events beyond reasonable control, the affected party must promptly notify the other and take reasonable mitigation steps. Payment remains due for completed services and approved non-cancellable costs, not automatically for undelivered services. If a material interruption continues for 30 days, either party may terminate the affected services by written notice.

British Columbia law and applicable Canadian federal law govern the standard agreement. Parties first attempt good-faith negotiation for 30 days after written dispute notice, followed by mediation if mutually agreed. Unresolved disputes may be brought before the courts of British Columbia. Urgent protective relief may be sought where appropriate. These terms do not impose mandatory arbitration or a class-action waiver.

15. Agreement changes and contact

Changes to client obligations require agreement by authorized representatives. Replacement schedules or additional service orders must expressly identify whether they replace or supplement existing scope and fees. Routine scope, budget, and schedule changes may be approved by email; legal-term changes require a signed amendment.

Posting revised website terms does not itself amend a signed client agreement, and continued service alone does not constitute acceptance of new contractual terms. Privacy notices explain applicable information-handling practices; they do not silently replace signed service or confidentiality obligations.

For routine service questions and support, contact support@socialxpresso.com. For legal matters or formal notices, contact legal@socialxpresso.com, unless your signed agreement specifies an updated notice contact.

Business address:

PMB #422
47-20821, Fraser Hwy
Langley BC V3A0B6