MAD Social Agency Terms and Conditions

‍Last updated: August 31, 2026

These Terms and Conditions govern the relationship between MAD Social Agency ("MAD", "we", "us", "our") and any business or individual who purchases, uses or accesses our services ("you", "your", "the Client").By signing a proposal, paying an invoice, booking a shoot, or otherwise engaging MAD, you agree to these Terms. Where you have also signed a written Service Agreement with us, that agreement governs. These Terms fill in anything it does not cover.1. DefinitionsServices means anything MAD provides, including social media management, content strategy, content production and filming, editing, captions, graphic design, scheduling and posting, community management, paid advertising management, funnel and CRM builds, automation setup, email and SMS marketing, reporting, and consulting.Deliverables means the finished work we hand over to you, including edited videos, photos, graphics, captions, calendars, reports, strategy documents, funnels and CRM builds.Raw Footage means unedited video and photo files captured during a shoot, along with project files, editing timelines, templates and working documents.Engagement means the period from your start date until your Services end under Section 5.Package means the monthly scope of Services set out in your proposal or Service Agreement.2. Scope of Services2.1 What we deliver each month is set out in your proposal or Service Agreement. Anything not listed there is out of scope.2.2 Additional work outside your Package is quoted separately and requires your written approval before we start.2.3 We may adjust our internal methods, tools, software and team assignments at any time. What does not change without your agreement is the scope you are paying for.2.4 Where your Package includes advertising, ad spend is paid by you directly to the advertising platform. Ad spend is never included in your management fee and is never handled by MAD on your behalf unless expressly agreed in writing.3. Fees and Payment3.1 Fees are set out in your proposal or Service Agreement and are billed monthly in advance unless stated otherwise.3.2 Payment is due on the invoice date. Continued delivery depends on your account being current.3.3 If an invoice is more than 7 days overdue we may pause all Services, including posting, community management and ad management, until payment is received. Pausing does not extend your term or reduce what you owe.3.4 If an invoice is more than 30 days overdue we may terminate the Engagement and the remaining balance of your minimum term becomes immediately due.3.5 Overdue amounts may carry interest at 1.5 percent per month.3.6 All fees are quoted and payable in Canadian dollars unless your proposal says otherwise. You are responsible for any taxes, bank charges or currency conversion costs.3.7 We may adjust our rates for any renewal period on 30 days written notice. Rates never change inside a minimum term.4. Refunds4.1 Fees are non refundable once work has started. Work is considered started at the earlier of your first strategy or onboarding session, the first day of content production, or the first day of the billing period being invoiced.4.2 We do not offer partial or pro rated refunds for months in which Services were available to you but you chose not to use them. Reduced participation does not reduce your payment obligations.4.3 If MAD fails to deliver the agreed scope in a given month for reasons within our control, we will make it right by delivering the missing work, not by issuing a refund.5. Term, Renewal and Cancellation5.1 Unless your Service Agreement says otherwise, the minimum term is four consecutive months from your start date.5.2 After the minimum term, the Engagement continues month to month.5.3 Either party may end a month to month Engagement by giving 30 days written notice. Notice must be sent by email to maddie@madsocialagency.com and is effective from the date we acknowledge it.5.4 Notice given during the minimum term takes effect at the end of that term, not before. Fees for the full minimum term remain payable.5.5 We may terminate immediately, without refund, if you breach these Terms, fail to pay, ask us to produce or publish content that is unlawful, or behave abusively toward our team.5.6 On termination we will hand over your final month's Deliverables, return control of any accounts we were granted access to, and remove our access to your platforms.6. Your Responsibilities6.1 You will give us accurate information and timely access to the accounts, assets, brand files and people we need to do the work.6.2 You will provide feedback and approvals within 5 business days of us requesting them. If we do not hear from you within 5 business days, the Deliverable is considered approved and we may schedule and post it.6.3 Repeated delays in approvals may push your content calendar. We are not responsible for missed posting dates caused by outstanding approvals on your side.6.4 You are responsible for the accuracy of any claim, offer, price, credential or statistic you ask us to publish about your business.6.5 You will comply with all applicable laws in connection with the Services, including Canada's Anti Spam Legislation, privacy legislation, and the advertising standards and platform policies of any channel we publish to. Where we run email or SMS campaigns for you, you are responsible for the lawful consent of every contact on your list.7. Content Shoots7.1 Shoot dates are booked in advance and reserve a crew day.7.2 If you need to reschedule, tell us as early as you can. Rescheduling requests are subject to the notice period and reschedule fee set out in your Service Agreement.7.3 A no show, or a cancellation made without the required notice, may be charged the reschedule fee and does not extend your term.7.4 You are responsible for securing the location, permissions and any people appearing on camera. You confirm that everyone who appears in footage has agreed to appear and to have that footage published.8. Content Ownership and Usage8.1 On full payment of the invoice covering them, you own the final Deliverables we produce for you and may use them across your own channels without limit.8.2 MAD retains ownership of Raw Footage, project files, editing timelines, templates, internal processes, strategy frameworks, playbooks and any tools or systems we built before or outside your Engagement. Raw Footage can be released to you on request, at our discretion, and may carry a transfer fee.8.3 MAD retains the right to use your Deliverables, Raw Footage, brand name, logo, screenshots, analytics and results in our own marketing, portfolio, case studies, pitch decks, website and social channels. If you would rather we did not, tell us in writing and we will stop. Anything already published before we receive your request may stay up.8.4 Music and stock assets used in Deliverables are licensed for the platform they were made for. If you republish that content elsewhere, including in paid ads or on television, you are responsible for clearing the rights.9. Results9.1 We do not guarantee views, reach, followers, engagement, leads, bookings, sales or revenue. Nobody honestly can.9.2 Social platforms change their algorithms, policies, features and enforcement without notice. Accounts can be restricted, shadow limited or removed by the platform for reasons outside our control. We are not liable for platform decisions, outages, data loss, ad account restrictions or account bans.9.3 Any figures, case studies or past results we share describe what happened for a specific client at a specific time. They are not a prediction of what will happen for you.9.4 Where a specific, measurable target is ever offered to you, it will be written into your Service Agreement, with the conditions, the measurement method and the remedy stated in full. If it is not written there, it does not exist.10. Promotional Offers10.1 From time to time we run limited promotions, including our annual Black Friday offer. Promotional terms apply on top of these Terms and are limited to the specific offer described in the promotion.10.2 Unless the promotion says otherwise, every promotional offer:requires a signed agreement and first payment received before the stated deadlineapplies only to new Engagements starting within the promotional periodis limited to the number of spots stated in the promotioncannot be combined with any other offer, discount or referral credithas no cash value and cannot be exchanged, refunded or transferred to another businessrequires your account to remain current and in good standing for the bonus to be honoured10.3 Where a promotion includes a free month, the free month is the sixth consecutive paid month of a continuing Engagement. It is applied as a credit against that month's invoice. If the Engagement ends before that month is reached, the free month is forfeited and is not redeemable as a refund, a discount, or a credit against any earlier month.10.4 Where a promotion includes bonus posts, the stated number is the total across the whole Engagement, not a monthly addition, and the posts are scheduled at our discretion across your content calendar.10.5 Where a promotion includes a locked rate, the rate applies to the Package purchased under the promotion and holds for as long as the Engagement continues without interruption. Cancelling and later returning ends the lock. Adding scope, changing Packages or adding a service line is quoted at the rates current at that time.10.6 Regional bonuses apply only to clients whose primary business location is in the stated region.10.7 We may correct pricing, availability or descriptive errors in a promotion at any time, including after a booking, and will tell you before charging you.11. Confidentiality11.1 Each party will keep the other's confidential information private and use it only for the purposes of the Engagement. This includes your business data, pricing, customer information and strategy, and our methods, pricing, processes and internal documents.11.2 This obligation continues for two years after the Engagement ends.12. Non Solicitation12.1 During the Engagement, and for 12 months after it ends, you will not directly hire, contract or engage any MAD team member or contractor who worked on your account, without our written consent.12.2 If you do, you agree to pay a placement fee equal to 30 percent of that person's first year compensation.13. Prohibited UseYou may not use the Services to send unsolicited commercial messages, publish unlawful, defamatory, hateful or infringing content, misrepresent your business, infringe anyone's intellectual property or privacy, or engage in fraudulent or deceptive practices. We may refuse or remove any content we reasonably believe breaches this section.14. Artificial IntelligenceWe use software tools, including artificial intelligence tools, in parts of our workflow such as research, drafting, editing assistance and reporting. All client facing work is reviewed by a person before it goes out. We do not upload your confidential information into public tools.15. Limitation of Liability15.1 To the maximum extent permitted by law, MAD is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data, lost opportunities or reputational harm, arising from the Services.15.2 MAD's total liability for any claim connected to the Services is limited to the total fees you paid to MAD in the three months immediately before the event giving rise to the claim.15.3 Nothing in these Terms limits liability that cannot be limited by law.16. IndemnityYou will indemnify and hold MAD harmless from any claim, loss or cost arising from content or information you supplied, claims you asked us to publish, your use of Deliverables outside their licensed scope, or your breach of these Terms or applicable law.17. Force MajeureNeither party is liable for delay or failure to perform caused by events outside its reasonable control, including illness, extreme weather, power or internet failure, platform outages, labour disruption, civil unrest, or government action. Where the event is temporary, obligations resume once it passes.18. Disputes18.1 If something goes wrong, contact us first at maddie@madsocialagency.com. We will work with you in good faith for 30 days to resolve it before either party starts formal proceedings.18.2 These Terms are governed by the laws of the Province of Manitoba and the federal laws of Canada that apply there.18.3 The courts of Manitoba, sitting in Winnipeg, have exclusive jurisdiction over any dispute, and both parties submit to that jurisdiction.19. General19.1 Entire agreement. These Terms, together with your proposal or Service Agreement and our Privacy Policy, are the entire agreement between us and replace anything said or written beforehand.19.2 Order of precedence. If there is a conflict, a signed Service Agreement wins, then these Terms, then a proposal, then a promotional page.19.3 Changes. We may update these Terms. The current version is always posted at this page and takes effect when posted. Where a change materially affects an active Engagement, we will tell you by email. Continuing to use the Services after that means you accept the change.19.4 Severability. If any part of these Terms is found unenforceable, the rest stays in force.19.5 Assignment. You may not assign this agreement without our written consent. We may assign it as part of a sale or reorganization of our business.19.6 Waiver. If we do not enforce a term straight away, that is not a waiver of our right to enforce it later.20.

Contact

MAD Social Agency Niverville, Manitoba, Canada maddie@madsocialagency.com