SocialSparks Studio – Terms of Service

These Terms of Service (“Terms”) are an agreement between SocialSparks Studio, operated by Madison Bailey in South Africa (“SocialSparks”, “we”, “us”), and the business or person who engages us (“Client”, “you”). They apply to our website, free audits, consultations, quotes, invoices and all services. By accepting a quote, paying a deposit, or using our services, you agree to these Terms. If you accept on behalf of a business, you confirm you have authority to bind it.

Our services are for businesses. By engaging us you confirm you are acting for business purposes.

Our Privacy Policy explains how we handle personal information and forms part of these Terms.

We offer three services. The exact scope, deliverables, timelines and price for your engagement are set out in the quote or proposal you accept (the “Quote”). If a Quote conflicts with these Terms, the Quote prevails for that engagement only.

2.1 Google review and reputation management

• Setting up and running review requests by email and/or SMS to customers you have authorised us to contact, with a simple opt-out in every message.
• Monitoring reviews and drafting replies for your approval or, where you authorise it, posting replies on your behalf.
• Helping you set up and optimise your Google Business Profile.

2.2 Website development

• Designing and building a website using tools including Lovable and GoHighLevel, with code stored on GitHub.
• Temporary hosting on Vercel while the site is in development or review, then hosting on Lovable and/or GoHighLevel with your custom domain once the engagement is active.
• Registering or connecting a custom domain through Namecheap or GoHighLevel.

2.3 Social media management

• Editing the raw footage and images you supply using tools such as Canva, and scheduling and posting to your accounts (for example Instagram, Facebook, TikTok and YouTube).
• Captions, scheduling and basic reporting, as described in your Quote.

2.4 What is not included

Unless your Quote says otherwise, the following are excluded: paid advertising and ad spend, photography or filming, copywriting beyond captions, ongoing website changes beyond the revision rounds in the Quote, legal, tax or compliance advice, third-party subscription or platform fees, and any service not listed above. Additional services are provided only on your explicit request and are quoted and billed separately.

2.5 Monthly review and report

For clients on a monthly retainer, we hold a monthly review meeting and analytics check and provide a written report. The report covers the parts of your business operations that we manage or can access under your Quote, such as review activity, website performance and social media results. It is limited to data available through the platforms and accounts you have connected, and it is a record of activity, not a promise of future results. We agree the meeting schedule during onboarding. If you cannot attend, we will email you the report.

After you book a consultation, we prepare a free audit based on information that is publicly available about your business online. We record the audit with Loom and email it to you. The audit and consultation are free, carry no obligation to buy, and are our opinion only. We do not guarantee that following any audit recommendation will produce a particular result. We may reuse our general audit methods, but your audit video is not used publicly without your permission.

At the consultation we discuss your needs and recommended services. If you wish to proceed, we send a Quote for the deposit during or after the consultation.

Work begins only when you have (a) accepted the Quote in writing (email is fine), and (b) paid the deposit in section 6. Timelines in the Quote start from the later of payment and receipt of the materials and access we need from you.

You agree to:

• supply accurate, complete and timely information, content, approvals and account access;
• supply raw footage, images, logos, text and other materials you own or have the right to use, and which do not infringe anyone’s rights;
• give us the minimum access needed (for example, using delegated or manager access wherever the platform allows rather than sharing passwords);
• respond to requests for feedback and approvals within 3–5 business days, noting that delays may move delivery dates;
• make sure you have a lawful basis, and any required consent, to share your customers’ contact details with us for review requests, and to give us instructions to contact them;
• follow the rules of the platforms you use, such as Google, Meta, TikTok and YouTube.

6.1 Currency. All prices and invoices are in US dollars (USD) only. You are responsible for any currency conversion and for fees charged by your bank or payment provider.

6.2 Deposit. A 50% non-refundable deposit of the project fee is due upfront before any work begins. It secures our time and covers onboarding, planning and set-up. Once paid, the deposit is not refundable, including if you cancel, pause or do not proceed, except where required by law or where we cancel the project without cause.

6.3 Balance. The remaining 50% is due upon completion of the deliverables and your approval of them. We may hold final delivery, handover of files and transfer of the site and domain until the balance is paid.

6.4 Monthly retainer. After the project is delivered, ongoing services (such as review management, social media management, hosting and maintenance) are charged as a monthly retainer at the rate in your Quote. Retainers renew automatically each month until cancelled under section 12. Invoices are sent at the agreed time and are due within 7 days, unless the Quote says otherwise.

6.5 Payment methods. We accept PayPal, Payoneer, Wise, and direct bank transfer to our South African business account with FNB. Bank details are on each invoice. Please confirm bank details with us directly before paying, as we will never change them by email alone. Transfers must include the invoice number as the reference. Third-party transfer fees are your responsibility, and the full invoice amount must arrive in our account.

6.6 Late payment. If an invoice is more than 7 days overdue, we may pause services, take down scheduled content, and withhold deliverables. Services resume once the account is current.

6.7 Taxes. Prices exclude any sales tax, VAT, GST or similar taxes. You are responsible for any taxes that apply to you in your country unless an invoice states otherwise.

6.8 Price changes. We may change retainer prices on at least 30 days’ written notice. If you do not agree, you may cancel before the new price takes effect.

6.9 Third-party costs. Domains, premium plug-ins, stock media, SMS and email sending credits and other third-party subscriptions are billed to you at cost or as set out in the Quote, unless the Quote says they are included.

We follow the policies of Google and other platforms. This means:

• We send review requests to all eligible customers equally. We will not filter out or hide unhappy customers or only invite those likely to leave a positive review.
• We do not write, buy, sell or post fake or incentivized reviews, and we will not post reviews on your behalf pretending to be a customer.
• We cannot remove or edit reviews. We can help you flag reviews that break platform rules, but the platform makes the final decision.
• We do not guarantee a specific number of reviews, star rating or ranking. Results depend on your customers and third-party platforms outside our control.

You agree not to ask us to do anything that breaks these rules or the law, and we may refuse or stop any task that would.

• Domains. Domains are registered in your name, or transferred to you on request, once all fees are paid. We may hold the login to manage the domain during the engagement.
• Hosting. Hosting and platform features depend on third-party services (Lovable, GoHighLevel, Vercel, GitHub, Namecheap). Their availability, pricing and terms may change, and we are not liable for outages or changes outside our control. We will tell you of any change that affects you materially.
• Handover. On request, after full payment, we will export your website’s code and content to you in the form the platforms allow. If you leave while on a retainer, the offboarding process and cancellation fee in section 12 apply.
• Revisions. The Quote states the number of revision rounds. Extra revisions and new features are charged separately.
• Accessibility, SEO and legal pages. We build sites with reasonable care, but we do not guarantee search rankings, traffic, conversions or compliance with every accessibility or privacy law. You are responsible for approving the final site, including any privacy, cookie and terms pages that apply to your business.

• You keep ownership of your social accounts. You give us the access needed to schedule and post, and you can remove that access at any time.
• You must have the right to every image, video, music track, person and product shown in the material you supply. If your footage features people, you are responsible for any releases or consent needed.
• We will edit and post material in line with your approved brand direction. Unless agreed otherwise, we may post without asking you each time. Tell us if you want to approve posts first.
• Platform algorithms, account restrictions and policy changes are outside our control. We do not guarantee follower growth, reach, engagement or sales.

• Your materials. You own the footage, images, logos, text and other content you provide. You give us a non-exclusive license to use, edit, reproduce and publish it solely to deliver the services.
• Our work. On full payment, you own the final deliverables we create specifically for you (for example, your website design and edited social media content), excluding third-party components.
• Third-party tools. Lovable, GoHighLevel, Canva, GitHub and other tools, templates, fonts, plug-ins and stock assets stay subject to their own licenses. We do not transfer rights we do not have.
• Our know-how. We keep our tools, methods, templates, code libraries and general knowledge, even if used in your project.
• Portfolio. We ask for your permission before showing your project in our portfolio or linking to your site, and you can withdraw permission at any time. Where you agree, you grant us a free, non-exclusive license to display your business name, logo, screenshots and website link for that purpose.

Each of us will keep the other’s non-public business information confidential and use it only for the engagement, except where disclosure is required by law or is needed by our professional advisers and service providers. This does not apply to information that is public or that the other party has already made public.

Where we process personal information about your customers or followers on your behalf, we do so only on your instructions, under our Privacy Policy, and we will sign a data processing agreement on request.

• Project work. You may cancel a project at any time by written notice. The deposit is not refundable. You must pay for work done beyond the deposit up to the date of cancellation, calculated at [fair hourly or milestone value in the Quote].
• Retainers. Either party may cancel a monthly retainer with [30] days’ written notice. Fees remain payable up to the end of the notice period. There are no refunds for part-months already billed.
• For cause. Either party may end the agreement immediately if the other seriously breaches these Terms and does not fix it within [7] days of written notice. We may suspend or end services immediately if you break platform rules or the law, if you do not pay, or if the work could expose us to legal risk.
• On termination. Outstanding fees become due, access to our systems and shared accounts is removed, and we hand over completed paid-for deliverables on request.

Cancellation fee. If you choose to discontinue your services at any time, whether a project or a retainer, a one-time cancellation fee of USD $100 is payable. The fee covers our offboarding process, which includes:

• removing you from our systems, including our CRM, scheduling and review-request automations, and deleting your information in line with our Privacy Policy;
• inviting you to leave a final review of our services (leaving one is your choice);
• handing over your domain, where applicable.

Offboarding begins once the fee is paid. The fee is in addition to the non-refundable deposit, any unpaid invoices and any fees due during a notice period, and handover of your domain depends on all amounts owing being paid.

We will perform the services with reasonable skill and care. Except as stated in these Terms, and to the extent the law allows, we provide the services “as is” and exclude all other warranties, whether express or implied. We do not promise that services will be uninterrupted or error-free, or that they will produce particular business results such as revenue, rankings, reviews or followers.

To the fullest extent permitted by law:

• we are not liable for indirect, incidental, special or consequential loss, or for lost profits, revenue, goodwill or data;
• our total liability to you for all claims arising from an engagement is limited to the fees you paid us for that engagement in the [3] months before the claim arose;
• we are not liable for failures or changes of third-party platforms and providers, such as Google, Meta, TikTok, Lovable, GoHighLevel, Vercel, GitHub, Namecheap, PayPal, Payoneer or Wise.

Nothing in these Terms limits liability that cannot lawfully be limited, such as liability for fraud or willful misconduct.

You agree to cover us for claims, losses and reasonable costs arising from (a) materials you supply, (b) your instructions to contact your customers, (c) your breach of these Terms, or (d) your breach of any law or platform rule. We will tell you promptly of any claim and give you reasonable help to deal with it.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including power or internet outages, platform downtime, natural disasters, war, strikes, government action, or payment-system disruption. Payment obligations for work already done remain.

We are an independent contractor. Nothing in these Terms creates a partnership, employment, agency or joint venture. Madison Bailey personally handles your initial onboarding and set-up. As SocialSparks grows, ongoing work after onboarding may be handled by remote team members who work for us on a part-time or contract basis, each assigned to a set number of clients. They work under our supervision, are bound by confidentiality and data protection obligations, and can access only the accounts and information needed for their assigned clients. Their work is reviewed regularly, including by an operations lead once we appoint one. We will tell you who your main contact is and will notify you if that person changes. We remain responsible for the work of our team members and subcontractors.

These Terms are governed by the laws of the Republic of South Africa, regardless of where you are based. We will first try to resolve any dispute informally by written notice and discussion for [14] days. If it is not resolved, the dispute will be referred to [mediation / arbitration under AFSA rules / the courts of [Gauteng]], and you agree to the jurisdiction of those courts. Nothing prevents either party from seeking urgent court relief. If you are a consumer in a jurisdiction whose mandatory laws give you rights that cannot be waived, those rights are not affected.

We may update these Terms from time to time. Changes apply to new engagements immediately, and to existing engagements [30] days after we notify you by email. If you keep using the services after that date, you accept the updated Terms. We will not change the price or scope of an accepted Quote without your agreement.

• Entire agreement. These Terms, the accepted Quote and the Privacy Policy are the whole agreement and replace earlier discussions.
• Severability. If any part is found unenforceable, the rest continues.
• No waiver. Not enforcing a right is not giving it up.
• Assignment. You may not transfer your rights without our written consent. We may transfer ours as part of a sale of the business.
• Notices. Notices must be in writing and sent by email to the addresses on file, and take effect when sent.
• Electronic acceptance. You agree that email acceptance and electronic payment are valid agreement to these Terms and the Quote.
• Language. These Terms are in English, and any translation is for convenience only.

SocialSparks Studio
Attention: Madison Bailey
Email: contact@socialsparksstudio.com