Terms of Service

Effective Date: July 6, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the services, website, content, materials, and related offerings provided by NorthPeak Social Studio (“NorthPeak Social Studio,” “we,” “us,” or “our”). By engaging our services, signing a proposal or statement of work, submitting payment, or otherwise using our services, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not use our services. These Terms apply to all clients, prospective clients, and authorized users of our services, including any business, organization, or individual that contracts with NorthPeak Social Studio.

These Terms are intended to be interpreted in accordance with the laws of Canada and the applicable laws of the Province of Ontario, subject to any mandatory consumer protection or other non-waivable rights that may apply.

2. Scope of Services

NorthPeak Social Studio is an SMM-Studio providing social media marketing and related creative services, which may include, without limitation:

• Social media strategy development;
• Content creation and design;
• Instagram and Facebook account management;
• Paid social campaign support;
• Community management and audience engagement;
• Brand voice and messaging refinement.

The specific services, deliverables, timelines, fees, and performance expectations for each engagement will be set out in a proposal, statement of work, service order, email confirmation, or other written agreement accepted by both parties (collectively, the “Service Agreement”). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement will prevail only to the extent of the conflict.

Unless expressly agreed in writing, our services do not include legal advice, accounting advice, tax advice, advertising guarantees, sales guarantees, or guarantees of specific social media results, including follower growth, engagement rates, conversions, or revenue.

3. User Obligations and Responsibilities

You agree to provide timely, accurate, and complete information necessary for us to perform the services. You are responsible for:

• Providing access to social media accounts, advertising accounts, websites, analytics tools, and other systems as required;
• Ensuring that you have all rights, permissions, and authorizations necessary for any materials you provide to us;
• Reviewing and approving content, campaigns, and deliverables within requested timelines;
• Complying with all applicable laws, regulations, platform policies, and industry standards;
• Maintaining the security of your account credentials and promptly notifying us of any unauthorized access or suspected breach;
• Ensuring that your products, services, claims, and promotional statements are truthful, substantiated, and lawful;
• Providing any required disclosures, disclaimers, or consent notices for advertising, endorsements, contests, or promotions.

You must not use our services for unlawful, deceptive, defamatory, infringing, harassing, discriminatory, or otherwise harmful purposes. You are solely responsible for the content you approve, publish, or distribute through your accounts, including compliance with advertising, privacy, intellectual property, and consumer protection laws.

We may suspend or refuse services if you fail to meet your obligations, if your instructions are unlawful or violate platform rules, or if continued performance may expose us to legal, reputational, or operational risk.

4. Payment Terms and Conditions

Fees for services will be set out in the applicable Service Agreement, invoice, or written quotation. Unless otherwise stated, all fees are denominated in Canadian dollars (CAD) and are exclusive of applicable taxes, including GST/HST, which will be added where required by law.

Unless otherwise agreed in writing:

• Invoices are due upon receipt or within the payment period stated on the invoice;
• Late payments may result in suspension of services until all outstanding amounts are paid in full;
• We may charge interest on overdue amounts at the maximum rate permitted by applicable law, calculated from the due date until payment is received;
• You are responsible for any bank charges, chargeback fees, collection costs, or other costs incurred in recovering overdue amounts;
• Any third-party costs, including advertising spend, stock assets, software subscriptions, printing, or platform fees, are your responsibility unless expressly included in the Service Agreement.

We may require a deposit, retainer, or advance payment before commencing work. Retainers are generally non-refundable unless otherwise required by law or expressly stated in writing. If a payment is reversed, disputed, or charged back, we reserve the right to suspend services immediately and recover all associated costs.

5. Cancellation and Refund Policy

Either party may cancel services in accordance with the notice requirements stated in the Service Agreement. If no notice period is specified, either party may terminate ongoing services by providing written notice of at least 30 days, unless a shorter period is agreed in writing.

Upon cancellation or termination:

• You remain responsible for all fees incurred up to the effective termination date;
• Any non-cancellable third-party commitments made on your behalf remain payable by you;
• We may, at our discretion, provide completed work product or transition materials once all outstanding amounts are paid;
• Access to accounts, files, or systems managed by us may be revoked or transferred upon completion of final payment and reasonable transition arrangements.

Refunds are not guaranteed. To the extent permitted by law, fees for work already performed, time reserved, strategy work, creative development, and non-recoverable third-party expenses are non-refundable. If a refund is approved in writing by NorthPeak Social Studio, it will be limited to the amount expressly authorized and may be subject to deductions for completed work, administrative costs, and non-refundable expenses.

If you cancel a project before completion, we may invoice you for all work performed up to the cancellation date, including planning, meetings, revisions, research, production, and account management time.

6. Liability Limitations

To the fullest extent permitted by applicable law, NorthPeak Social Studio will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of goodwill, loss of data, business interruption, or reputational harm, arising out of or related to the services or these Terms, even if advised of the possibility of such damages.

Without limiting the foregoing, we are not responsible for:

• Platform outages, algorithm changes, account restrictions, suspensions, bans, or policy enforcement by third-party platforms;
• Performance results of social media campaigns, including reach, engagement, clicks, conversions, or sales;
• Errors, omissions, or delays caused by information provided by you or by third parties;
• Unauthorized access to your accounts resulting from weak passwords, compromised credentials, or third-party breaches outside our control;
• Claims arising from content, advertisements, or materials approved by you.

To the fullest extent permitted by law, our total aggregate liability arising from or related to the services or these Terms will not exceed the total fees actually paid by you to NorthPeak Social Studio for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to liability, or CAD $1,000, whichever is greater, except where such limitation is prohibited by law.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence where such limitation is not permitted.

7. Intellectual Property Rights

Unless otherwise agreed in writing, all pre-existing materials, templates, processes, methodologies, tools, software, know-how, and proprietary systems used by NorthPeak Social Studio remain our exclusive property or the property of our licensors.

Upon full payment of all amounts due, and subject to any third-party rights and license restrictions, you will receive a non-exclusive, non-transferable license to use the final deliverables created specifically for you under the applicable Service Agreement for your internal business and marketing purposes. This license does not include ownership of our underlying tools, templates, or working files unless expressly transferred in writing.

You represent and warrant that any materials you provide to us do not infringe the intellectual property rights, privacy rights, moral rights, or other rights of any third party. You grant NorthPeak Social Studio a limited license to use, reproduce, adapt, and display your materials solely as necessary to perform the services.

Unless you object in writing, you authorize us to display your name, logo, and non-confidential project examples in our portfolio, case studies, website, or marketing materials for promotional purposes, provided that we do not disclose confidential information or proprietary data.

8. Data Protection and Privacy

We may collect, use, disclose, store, and process personal information in connection with the provision of services, account administration, billing, communications, analytics, and service improvement. We will handle personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws where relevant.

You acknowledge that social media management and advertising services may require access to personal information, audience data, engagement data, and platform analytics. You are responsible for obtaining any necessary consents and providing any required notices to your customers, followers, or users where applicable.

We may use third-party tools, platforms, and service providers to deliver our services. These third parties may process data in accordance with their own terms and privacy policies. We are not responsible for the privacy practices of third-party platforms outside our reasonable control.

We will take commercially reasonable measures to protect personal information in our possession, but no method of transmission or storage is completely secure. You acknowledge and accept the inherent risks associated with electronic communications and online data storage.

9. Force Majeure

NorthPeak Social Studio will not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by events beyond our reasonable control, including but not limited to acts of God, fire, flood, severe weather, war, terrorism, civil unrest, labor disputes, power outages, internet failures, cyberattacks, governmental actions, epidemics, pandemics, platform outages, or third-party service disruptions.

If a force majeure event occurs, our performance obligations will be suspended for the duration of the event. We will use reasonable efforts to resume performance as soon as practicable.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, business practices, legal requirements, or operational needs. The updated Terms will be effective upon posting or upon notice to you, as applicable.

Your continued use of our services after any changes become effective constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of our services and, if applicable, terminate the Service Agreement in accordance with its terms.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them, the services, or any Service Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

Subject to any mandatory legal requirements, the parties agree that the courts located in Toronto, Ontario, Canada will have exclusive jurisdiction over any dispute arising from or relating to these Terms or the services. You irrevocably attorn to the jurisdiction of those courts.

12. Contact Information

If you have questions about these Terms or need to contact NorthPeak Social Studio, please use the following details:

• Legal Name: NorthPeak Social Studio
• Address: NorthPeak Social Studio, 245 King Street West, Suite 1800, Toronto, ON M5V 1J5, Canada
• Email: [email protected]
• Phone: +1 (416) 782-5943

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.

If any invalid or unenforceable provision can be modified to make it valid and enforceable, it will be deemed modified to the minimum extent necessary to achieve such validity and enforceability while preserving the original intent as closely as possible.

Entire Agreement: These Terms, together with any applicable Service Agreement and any incorporated policies or schedules, constitute the entire agreement between you and NorthPeak Social Studio regarding the subject matter hereof and supersede all prior or contemporaneous understandings, communications, and agreements, whether oral or written, relating to the same subject matter.