Terms of Service

1. Who these terms are between

These Terms of Service ("Terms") are an agreement between Brightline Digital Solutions LLC, a limited liability company registered in Florida, United States, with its registered office at 1045 Collins St, Melbourne, FL 32935, United States ("Brightline", "we", "us"), and the person or entity engaging our services ("Client", "you").

By signing a scope document, paying an invoice, or instructing us to begin work, you accept these Terms. If you are accepting on behalf of a company, you confirm you have authority to bind that company.

2. Services

We provide social media marketing services, including social media account management, content production, paid social advertising management, growth strategy consulting and creator partnership management. The specific services you receive, their volumes, turnaround times and price are set out in a written scope document issued to you before work begins.

2.1 The scope document controls

Where these Terms and your scope document differ on the description of services, deliverables, volumes or fees, the scope document controls. Anything not written into the scope document is not included in the fee.

2.2 Changes to scope

Either party may request a change of scope in writing. No additional work is performed and no additional fee is incurred until we have issued a written change order and you have approved it.

2.3 No guarantee of results

We undertake to perform the services described in your scope document with reasonable skill and care. We do not guarantee any specific commercial outcome, including follower counts, engagement rates, reach, impressions, leads, sales or revenue. Distribution on social platforms is controlled by those platforms and is outside our control and theirs to change at any time.

2.4 What we will not do

We will not purchase followers, likes, views, comments or reviews, use automation that breaches a platform's terms of service, publish content we believe to be false or misleading, or misrepresent performance data. If a service you request would require any of this, we will decline the engagement or terminate it.

3. Your responsibilities

• Provide timely access to the accounts, assets, brand guidelines and information we need to perform the services.
• Nominate one person with authority to approve content and campaigns, and respond to approval requests within three business days.
• Ensure that all material you supply is accurate, is yours to use, and does not infringe anyone's rights.
• Inform us in writing of any legal, regulatory or advertising restrictions applying to your industry, products or claims before work begins.
• Comply with the terms of service of every platform on which we publish on your behalf.

Where a delay is caused by your side, timelines in the scope document extend by the length of that delay, and fees for the affected period remain payable.

4. Fees, invoicing and payment

• All fees are stated and invoiced in United States dollars (USD).
• Retainer services are invoiced monthly in advance, on the first business day of the service month.
• Fixed-scope projects are invoiced 50% at kickoff and 50% on delivery, unless the scope document states otherwise.
• Invoices are payable within seven (7) days of the invoice date.
• We accept major credit and debit cards and ACH or wire bank transfer. Card payments are processed by our third-party payment provider. We do not store full card details.
• Quoted fees exclude any sales tax, VAT, withholding tax or similar charge, which is payable by you where applicable.

4.1 Advertising spend and third-party costs

Advertising budget is paid by you directly to the advertising platform, from your own payment method inside your own advertising account. We never hold, resell or mark up media budget. Creator fees, licensed music, paid stock, platform subscriptions and third-party tooling are likewise contracted and paid by you directly unless your scope document expressly says otherwise.

4.2 Late payment

If an invoice remains unpaid seven (7) days after its due date, we may suspend the services on written notice until payment is received. Suspension does not reduce the fees payable for the period of suspension. Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

5. Term, cancellation and refunds

Retainer services carry a minimum term of three (3) months from the start date stated in the scope document. After the minimum term, the retainer continues month to month until either party gives thirty (30) days written notice. Fixed-scope projects end on delivery of the final deliverable.

Cancellation rights, notice periods and the circumstances in which fees are refundable are set out in full in our Refund and Cancellation Policy, which forms part of these Terms.

5.1 Termination for cause

Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within fourteen (14) days of written notice, becomes insolvent, or ceases to trade. We may additionally terminate immediately if continuing the engagement would require us to breach a platform's terms, applicable law, or our Acceptable Use Policy.

5.2 On termination

You pay for all services performed up to the effective date of termination. We hand over source files and completed deliverables that have been paid for, and remove our personnel from your accounts, within five (5) business days of the final invoice being settled.

6. Intellectual property

You retain ownership of your trademarks, brand assets, and any material you supply to us. On full payment of the fees relating to it, ownership of the final deliverables created specifically for you under a scope document transfers to you.

We retain ownership of our own pre-existing materials, templates, processes, internal tooling and know-how, including anything developed independently of your engagement. Where these are embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive licence to use them as part of that deliverable.

Third-party assets such as licensed stock, music and fonts are supplied under the licence terms of their providers and remain subject to those terms.

6.1 Portfolio use

Unless you tell us otherwise in writing, we may identify you as a client and display work produced for you in our portfolio and marketing materials. We will not disclose your confidential commercial information, budgets or unpublished results without your written consent.

7. Confidentiality

Each party will keep confidential any non-public information disclosed by the other in connection with the services, use it only for the purposes of the engagement, and protect it with at least reasonable care. This obligation does not apply to information that is or becomes public through no breach, was already lawfully known, or must be disclosed by law. It survives the end of the engagement by three (3) years.

8. Data protection

Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf in the course of the services, we do so only on your documented instructions and apply appropriate technical and organisational measures.

9. Warranties and disclaimers

We warrant that the services will be performed with reasonable skill and care by suitably qualified personnel. Except as expressly stated in these Terms, the services are provided without warranties of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the fullest extent permitted by law.

We are not responsible for the acts or decisions of social media platforms, including changes to algorithms, advertising policies, pricing or account status, or for the suspension or restriction of any account not caused by our breach of these Terms.

10. Limitation of liability

Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded.

Subject to that, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill, business opportunity or data, however arising.

Subject to the above, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by you to us under that engagement in the three (3) months immediately preceding the event giving rise to the claim.

11. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from material you supplied, from claims you asked us to make about your products or services, or from your breach of applicable law or of a platform's terms of service.

12. Independent contractor

We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties. Neither party may bind the other.

13. No platform affiliation

Brightline Digital Solutions LLC is an independent agency. We are not affiliated with, endorsed by, sponsored by or acting as an agent of Meta Platforms, Inc., TikTok Ltd., LinkedIn Corporation, Google LLC, X Corp. or any other platform. All platform names and marks belong to their respective owners.

14. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of government, natural disaster, war, civil unrest, labour disputes, failures of internet or telecommunications infrastructure, or material changes imposed by a social media platform.

15. Changes to these Terms

We may update these Terms from time to time. The version in force at the date your scope document was signed governs that engagement. Material changes applying to ongoing engagements take effect thirty (30) days after we notify you by email, and you may terminate without penalty within that period if you do not accept them.

16. Governing law and disputes

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Florida.

Before starting proceedings, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives for a period of thirty (30) days.

17. General

These Terms together with your scope document and the policies referenced in them constitute the entire agreement between the parties on their subject matter. If any provision is held unenforceable, the remainder continues in force. A failure to enforce a right is not a waiver of it. You may not assign this agreement without our written consent; we may assign it to a successor in connection with a merger or sale of the business.

Contact for legal notices

Questions, complaints or formal notices relating to this document should be sent to legal@brightlinedigitalsolutions.com or by post to: