Terms of Service for NorthPeak Social Studio

Effective Date: July 7, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and NorthPeak Social Studio (“NorthPeak Social Studio,” “we,” “us,” or “our”), a business operating as an SMM-Studio in Canada. These Terms govern your access to and use of our services, website, communications, deliverables, and related materials (collectively, the “Services”).

By engaging NorthPeak Social Studio, signing a proposal or statement of work, making payment, or otherwise using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our Services.

If a separate written agreement, proposal, statement of work, or order form is executed between you and NorthPeak Social Studio, that document will prevail to the extent of any conflict with these Terms.

2. Scope of Services

NorthPeak Social Studio provides social media and digital brand support services, which may include:

• Social media strategy development;
• Content creation and graphic design;
• Monthly content calendars;
• Community management and audience engagement;
• Paid social campaign support; and
• Brand voice and profile optimization.

The exact scope, deliverables, timelines, and fees for each engagement will be set out in a proposal, statement of work, invoice, email confirmation, or other written communication approved by both parties. Any services not expressly included are excluded unless agreed in writing.

NorthPeak Social Studio does not guarantee specific business outcomes, including but not limited to follower growth, engagement rates, sales, leads, conversions, reach, impressions, or advertising performance. Social media platforms, algorithms, and user behavior are outside our control.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the Services;
• Review and approve deliverables promptly;
• Ensure that all materials, content, logos, images, trademarks, and other assets you provide are owned by you or properly licensed for use;
• Comply with all applicable laws, regulations, platform policies, and advertising standards;
• Maintain the security of your social media, website, and advertising account credentials;
• Promptly notify us of any unauthorized access, account issues, or changes that may affect the Services; and
• Not use the Services for unlawful, misleading, defamatory, infringing, discriminatory, harassing, or fraudulent purposes.

You are solely responsible for the legality, accuracy, and substantiation of claims, promotions, offers, testimonials, and product or service information that you approve or request us to publish.

If you provide access to third-party platforms or accounts, you represent that you have authority to grant such access and that doing so does not violate any third-party terms.

4. Payment Terms and Conditions

Fees, billing cycles, and payment methods will be specified in the applicable proposal, invoice, or statement of work. Unless otherwise stated, all fees are in Canadian dollars (CAD) and are exclusive of applicable taxes, including GST/HST, which will be added where required by law.

• Invoices are due upon receipt unless otherwise agreed in writing.
• Recurring services may be billed monthly in advance.
• Late payments may result in suspension of Services until all outstanding amounts are paid in full.
• You are responsible for any bank charges, chargeback fees, collection costs, or payment processing fees incurred due to failed or disputed payments, except where prohibited by law.
• We may require a deposit or retainer before commencing work.

If a payment is reversed, disputed, or charged back without a valid basis, we reserve the right to suspend or terminate Services and to seek recovery of all related costs and losses to the extent permitted by law.

5. Cancellation and Refund Policy

Either party may cancel ongoing Services by providing written notice in accordance with the applicable agreement or, if none is specified, by providing at least 30 days’ written notice.

• Fees already paid for work performed, time reserved, or deliverables in progress are non-refundable unless required by law or expressly stated otherwise in writing.
• Refunds, if any, are issued at our sole discretion only where services have not been materially performed and where a refund is required by applicable law or agreed in writing.
• Cancellation does not relieve you of the obligation to pay for Services rendered up to the effective cancellation date.
• Any third-party costs, including advertising spend, software subscriptions, stock assets, or platform fees, are non-refundable once incurred.

We may suspend or terminate Services immediately if you materially breach these Terms, fail to pay, provide unlawful instructions, or engage in conduct that may harm NorthPeak Social Studio, our personnel, or our business relationships.

6. Liability Limitations

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

Our total aggregate liability arising out of or related to the Services, whether in contract, tort, negligence, strict liability, or otherwise, shall 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 the claim, or the minimum amount permitted by law, whichever is greater.

Nothing in these Terms excludes or limits liability where such exclusion or limitation would be unlawful, including liability for fraud, wilful misconduct, or any other liability that cannot be excluded under applicable law.

You acknowledge that social media platforms may change policies, remove content, restrict accounts, or suspend advertising campaigns without notice. NorthPeak Social Studio is not responsible for platform actions, outages, algorithm changes, account bans, or third-party service failures.

7. Intellectual Property Rights

Unless otherwise agreed in writing, upon full payment of all applicable fees, you will own the final, approved deliverables specifically created for you under the applicable engagement, excluding any pre-existing materials, templates, tools, methodologies, software, know-how, or working files owned by NorthPeak Social Studio.

NorthPeak Social Studio retains all rights, title, and interest in:

• Our pre-existing intellectual property;
• Templates, frameworks, systems, processes, and methodologies;
• Drafts, concepts, and unused materials not expressly transferred in writing; and
• Any tools or software used to provide the Services.

To the extent any pre-existing materials are incorporated into deliverables, we grant you a non-exclusive, non-transferable license to use those materials solely as part of the final deliverables for your internal business purposes, unless otherwise agreed in writing.

You grant NorthPeak Social Studio a limited, non-exclusive license to use your logos, trademarks, content, and other materials solely to perform the Services. Unless you request otherwise in writing, you also grant us the right to display non-confidential work samples in our portfolio, website, presentations, or marketing materials, provided such use does not disclose confidential information.

8. Data Protection and Privacy

NorthPeak Social Studio will handle personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, provincial privacy laws.

We collect, use, disclose, and retain personal information only as reasonably necessary to provide the Services, manage our business relationship, comply with legal obligations, and improve our operations. We may process personal information that you provide to us or that we access on your behalf through social media or related platforms.

You represent and warrant that you have obtained all necessary consents and authority to share personal information with us and to permit us to process it for the purposes of providing the Services.

We implement reasonable administrative, technical, and physical safeguards designed to protect personal information. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

Where we use third-party service providers, including cloud storage, analytics, scheduling, design, or advertising tools, your information may be processed by those providers subject to their own terms and privacy policies.

9. Force Majeure

NorthPeak Social Studio shall not be liable for any delay or failure to perform its obligations due to events beyond our reasonable control, including but not limited to natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour disputes, power failures, internet outages, platform outages, governmental actions, or failures of third-party vendors or service providers.

If a force majeure event occurs, our obligations will be suspended for the duration of the event, and we will use commercially 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, or applicable law. The revised Terms will be posted or otherwise communicated to you and will become effective on the date specified in the updated version.

Your continued use of the Services after the effective date of any revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and, where applicable, terminate the engagement in accordance with these Terms.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them or the Services shall 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 law principles.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for the resolution of any dispute arising under or in connection with these Terms, subject to any mandatory consumer protection laws that may apply.

12. Contact Information

If you have any questions, concerns, or notices regarding these Terms or the Services, please contact NorthPeak Social Studio at:

13. Severability Clause

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

If any invalid or unenforceable provision can be modified to make it valid and enforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent as closely as possible.

By engaging NorthPeak Social Studio, you acknowledge that you have read and understood these Terms and agree to be bound by them.