These terms govern the services provided by State Systems Limited, trading as Your Social Media State, company number [COMPANY NUMBER], registered at [REGISTERED ADDRESS] ("we", "us").
By engaging our services you agree to these terms. Where we issue a separate written proposal or agreement, that document takes precedence if there is any conflict.
We offer three monthly plans. The plan you select, and its contents, will be confirmed in writing before the engagement begins.
The following are not included on any plan: unlimited revisions, unlimited ad-hoc tasks, website design or development, paid advertising spend, management of general comments or direct messages, and publishing without your approval.
Website design and development are available as a separate add-on service, quoted separately.
Elements of the services are delivered using automated and AI-assisted tools. All content is reviewed before being submitted to you for approval.
Plans are charged monthly in advance at the rates set out at clause 2. A one-off implementation fee applies on commencement: £197 for Foundation, £297 for Growth and £497 for Complete. This fee covers account configuration, system setup and onboarding.
You may instead elect to pay annually in advance, in which case twelve months of service are charged at the equivalent of ten monthly payments — £1,970 for Foundation, £3,470 for Growth and £5,970 for Complete — and the implementation fee is waived.
All fees are stated [CONFIRM WHETHER EXCLUSIVE OR INCLUSIVE OF VAT].
Payment is due [PAYMENT METHOD — e.g. by direct debit or card on file].
We may suspend the services where payment is overdue by [e.g. 14 days]. Fees may be revised on [e.g. 30 days] written notice, save that fees for a paid annual term will not change during that term.
Certain elements depend on third-party usage charges, including messaging and telephony. Where usage materially exceeds normal expected levels we will discuss this with you before any additional charge applies.
Monthly plans run on a rolling basis. Either party may cancel by giving 30 days' written notice. Work already prepared or scheduled within the notice period remains payable. The implementation fee is non-refundable once setup has commenced.
Annual plans run for twelve months from commencement. If you cancel during that term, we will refund the unused portion calculated on the standard monthly rate for the plan, less the implementation fee that was waived at the point of purchase.
By way of illustration: a Growth client who cancels after four months has consumed four months at the standard rate of £347, being £1,388. The waived implementation fee of £297 becomes payable. The refund is therefore £3,470 less £1,685, being £1,785.
[CONFIRM THIS REFUND MECHANIC WITH YOUR ADVISER]
On termination, work produced and paid for remains yours. Access to systems configured on our platform ends with the engagement unless otherwise agreed in writing.
We may terminate immediately where you are in material breach, including non-payment, or where we are asked to publish content we consider misleading or unlawful.
To deliver the service we need your cooperation. You agree to:
Where approval is not given within [e.g. 5 working days], we may treat content as approved or defer scheduling, at our discretion.
No content is published under your name without your approval.
Each monthly batch includes [SPECIFY REVISION ALLOWANCE — e.g. one round of revisions]. Additional revisions beyond this allowance may be chargeable at our then-current rates.
You retain ownership of your brand, logos, images and any material you supply, and you grant us a licence to use them for the purpose of delivering the service.
On full payment, ownership of content we create specifically for you transfers to you. [CONFIRM POSITION ON TEMPLATES AND UNDERLYING METHODS]
We may reference our work with you for our own portfolio and marketing unless you tell us in writing that you would prefer we did not.
The service depends on platforms we do not control, including Meta's Instagram and Facebook. We are not responsible for changes to their features, algorithms, policies, outages, or any suspension or restriction of your accounts, except where caused by our negligence.
You remain responsible for complying with the terms of those platforms.
We do not guarantee any particular commercial outcome, including enquiries, leads, sales, revenue, followers or engagement. What we provide is consistent, professionally prepared social media activity as described at clause 2.
Nothing in these terms excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded.
Subject to that, our total liability arising out of the service is limited to [LIABILITY CAP — e.g. fees paid in the preceding 3 months]. We are not liable for indirect or consequential loss, or loss of profit, business or goodwill.
[THIS CLAUSE PARTICULARLY WARRANTS LEGAL REVIEW]
Each party agrees to keep the other's confidential information confidential and to use it only for the purpose of the engagement.
We handle personal information in accordance with our Privacy Policy. Where we process personal data on your behalf, we do so on your documented instructions and apply appropriate security measures.
These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.